All too often, the board words the performance criteria in "babel-speak, " says John Kapitan, senior vice president at Stern Stewart, a shareholder-value consultancy in New York.
FORBES: I'll pay yours if you'll pay mine
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"People with past or present relations with the company hardly qualify as independent, but that is exactly what you find when you look more closely at the nonexecutive directors at many companies, " says Kapitan.