They are not compensated highly relative to most of their financial stakes. And they are invariably very busy with multiple commitments of running their own companies, serving on other boards, managing financial affairs, engaging in philanthropic interests, and often writing and speaking. All told, most directors care more about protecting the downside and their scarce time than about pursuing the upside. Thatâs why, in the current governance and shareholder-activist environment, directors are deeply focused on avoiding scandal and conflicts of interest and on the propriety of financial accounts. They will therefore take swift action against a CEO if they gather even a whiff of concern in any of these areas. Conversely, as long as a CEO gains the boardâs confidence with a rock-solid picture of integrity and financial controls and puts this into the context of a sound strategic agenda, she will have the boardâs support, especially in the early days of her new role.