According to an opinion column in the Wall Street Journal, “Directors need to be held more accountable when they fail to set the proper tone at the top, and right now there is almost no consequence for most governance failures.”

a. What is the key principal–agent problem that exists in some corporations? 

b. To whom are members of the board of directors responsible? 

c. What does the columnist mean by “governance failures”? Who is failing? Why might these failures be happening?