You are an independent director and chair of the governance and nominating committee of Agritemp, a firm

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You are an independent director and chair of the governance and nominating committee of Agritemp, a firm that leases harvesters and other equipment to farmers. The company’s business model has been profitable for many years and, in your opinion, the senior executive team is competent. The company has no age limit for directors. Everett Evans, a renowned former U.S. Senator, has served on the board for the ten years since his retirement from public service at age 70. You notice that recently he has been falling asleep at board meetings and seems to be increasingly forgetful. You mention this in confidence to the chief executive officer, who responds, “I know Everett’s lost a step or two, but he’s famous and besides, I don’t want to hurt his feelings.” What should you do? Would it matter how many people serve on the board?

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