Ever since Adam Smith published The Wealth of Nations in 1776, observers have bemoaned boards of directors as being ineffective as both monitors and advisors of management. Because a CEO often effectively controls the director selection process, he will tend to choose directors who are unlikely to oppose him, and who are unlikely to provide the diverse perspectives necessary to maximize firm value. Institutional investors often are critical of CEOs’ influence over boards and have made efforts to help companies improve their governance. Nonetheless, boards remain highly imperfect.