Intelligent board members? Most corporations don't allow shareholders to vote against a director being re-elected. It's either for or withhold. It appears that if every shareholder, except a director, voted to withhold their votes for him, the director could re-elect himself. If I had my way, I would not let corporate officers determine director remuniration, nor would I allow directors to establish bonus goals and officer salaries. It's now a you scratch my back and I'll scratch yours and let the shareholders be danged.