3.) ON ETHICS: As a chairman/CEO, you are choosing between two candidates for one outside (independent) director position on your board. One is another CEO, a longtime friend on whose board you have served for many years. The other is a known shareholder activist whose tag line is "No need to make fat cats fatter." Placing him on the board will earn you kudos among analysts and journalists for inviting a leading critic to scrutinize your work. But he may try to prove his theory that CEOs are overpaidin other words, your compensation can be on the line. Whom would you choose?