Michael J. de la Merced of the New York Times summarizes Warren Buffett’s complaints about the poor state of many corporate boards in his 2019 Berkshire Hathaway annual letter:

• Too few women serve on them.
• Directors are often captive to the management teams they are meant to supervise, particularly when it comes to acquisitions that chief executives want to make. “Don’t ask the barber whether you need a haircut,” he wrote.
• Too many directors go along with management teams in hopes of getting a good reference so they can be added to a second corporate board and earn more paychecks. “When seeking directors, C.E.O.s don’t look for pit bulls,” Mr. Buffett wrote. “It’s the cocker spaniel that gets taken home.”