Their power is mostly wielded behind closed doors and their disagreements protected by a code of silence. But there is increasing pressure for company directors to move out of the shadows and into the disinfecting power of sunlight.
For a group who wield a huge amount of power in Australia, ASX listed company directors receive very little attention outside the set piece annual general meetings that they are forced to endure once a year.
They are ultimately responsible for setting the direction and strategy for a company and yet receive relatively little scrutiny compared to the high profile CEOs who they appoint.
But, after a run of corporate scandals, there are calls for directors to be more accessible ... and accountable.
'No longer acceptable to say nothing'
The Australian Shareholders Association (ASA) is looking to put the role of directors into sharper focus.
"The ASA board next week is most likely to change our policies, this is the recommendation, requiring that a company must give a full explanation when a director resigns so we don't get a repeat of the situation with Sheila McGregor at Seven West Media," said Stephen Mayne, a director of the ASA.
Sheila McGregor was an independent director at Seven West Media who resigned on February 2 this year, as a sex scandal involving the company's CEO engulfed the company.
The board decided not to sack the CEO. Sheila McGregor walked. No explanation has been given by the company, nor by Ms McGregor, for her departure. Under current rules, that is absolutely fine.
"At the moment companies can say a whole lot or they can say nothing. so what the ASA is proposing is that it is no longer acceptable to say nothing," said Mr Mayne.
"If a director resigns on a matter of principal then the company should inform the stock exchange about why that director has resigned."
Seven West is just one of the multiple Australian companies that have faced corporate governance scandals in the last year.
Origin Energy, Dominos, Bellamy's, Slater and Gordon, Ardent Leisure and Crown Resorts have all been in the headlines and yet, by and large, it has been chief executives facing the music, not the board.
'Limited understanding of directors' responsibilities'
In addition to new policy regarding how a company and director explain departures, the ASA also wants directors to be more available to shareholders.
"Shareholders tend to focus on the CEO, and the media does the same thing, and the analysts tend to do the same thing, and there arguably isn't enough focus on the real power that lies on the board," continued Stephen Mayne.
"We need directors to come out of the shadows and be more accountable for their decision making."
The chair of the Australian Institute of Company Directors, Elizabeth Proust, agreed that there is too little attention paid to the role directors play.
"I think there's limited understanding of directors' responsibilities," she observed.
"I think when something goes wrong most people have an understanding of the liability and responsibility of directors in a particular case, but if you asked the average shareholder or the average person what directors do you'd get a vast variety of answers to that."
Australia 'in pretty good shape'
The AICD runs a training program for current and wannabe directors. It runs over five full-time days of intensive in-class work accompanied by outside study. It uses the case studies of former scandals to hopefully ward against new ones.
One of those who took part recently in the course was Trevor Matthews, a man with over 20 years' experience as a director.
On balance he thinks Australia is doing fairly well when it comes to governance.
"I think we're in pretty good shape here in Australia, I really do, in spite of some of the criticism you see," he said.
"I know that my fellow directors in all the ones I'm involved with take it very seriously."
But he was concerned by one of the tasks in the course.
"We were asked as a group of people to come up and mark on the board based on our experience of the boards we'd served on or were serving on how effective we thought the boards were and we had a spectrum of 0 to 100 and I put some crosses up here because I'm lucky to be on some very good boards but there were some crosses down the other end," he added.
Mr Matthews has a ring-side seat for director deliberations, but it is much harder for the shareholders and the public to assess the problems.
"One of the problems is that you don't have visibility inside the board room so, for collective decisions, it's hard to blame individual directors and hold them to account," observed Stephen Mayne.
"So shareholders tend not to vote against any of the directors because they don't know which one was most to blame.
"There is an argument that directors should be more visible and they should be more available to shareholders and the should be more accountable when major mistakes are made by companies."
But Elizabeth Proust strongly disagreed.
"I think that is a flawed understanding of the role that the board, as a collective, plays," she countered.
"Once a board made up of individuals makes a decision then that is the board decision and that is the decision that is communicated in the case of the ASX to the exchange and more broadly.
"Anybody trying to get at what individuals contributed to that is unhelpful."
Directors in the spotlight: 'A healthy thing' or 'a bit messy'?
Not all directors are reluctant to enter the fray.
Current Seven West director Jeff Kennett, the former premier of Victoria, got involved in a Twitter war with the woman at the heart of the media company's scandal, Amber Harrison.
Stephen Mayne, for one, welcomed a director being available to the public.
"You have seen some directors get onto Twitter, so Jeff Kennett on Seven West, and former Transfield services chair Diane Gander Smith she's on twitter, there's a range of others, and that's probably a healthy thing," he said.
However, Trevor Matthews urged caution before directors start arguing their case in public.
"I think that it's primarily the CEO's responsibility to do that," he opined.
"I think there's a room for the chairman to be there supportive as well, but I really don't think the other NEDs (non-executive directors) should get involved in the public debate.
"I think their job is behind the scenes with their heads down really trying to help the organisation make decisions implement strategy well and do that sort of thing.
"I think it can get a bit messy if non-executive directors speak out, or are asked to speak out, on a whole range of issues."
Governance in Australia has improved from the cowboy days of the 1980s, but there is still relatively little focus on the role of directors except in times of crisis.
It remains to be seen whether more directors stepping into the glare of public attention would help to improve the level of governance.
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