Apparently you missed my references to the word "customary" and "customary BoD member roles". So you are apparently saying that it is customary, perhaps a mandate, for every corporation to have an Audit Committee and a Compensation Committee, and that these committees be chaired by a BoD member. I suggest you do a little more homework.

IMO, customarily, these tasks are not necessarily the charter of the BoD, but rather subordinate staff performs such duties and advises the BoD and/or solicits BoD ratification of recommended actions. Customarily, BoD members collect board fees and that's it (besides reimbursement of per diem/travel expenses to attend meetings). Here, consider the compensation received by Mistry, Schrock and Falk - all of whom performed purely the customary BoD member role.

Audit Committee - typically non-existent, as such duties are customarily performed by the CFO and staff.

Compensation Committee - typically non-existent, as such duties are customarily performed within the Human Resources organization which supplies recommendations to the BoD, only involving BoD fees and CEO compensation (perhaps along with other top executives), and the BoD decides. All other compensation decisions are customarily delegated to the CEO, who may further delegate (with authority to delegate provided by the BoD) to subordinate staff.

So while these functions need to be performed, IMO they don't have to be performed by members of the BoD.

I'm sorry but you really don't seem to know what you're talking about. Nearly all compensation committees are, by charter, composed a minimum nubmer of board members.

Their roles are not "customarily performed within the Human Resources organization." The compensation committee exists as a risk management measure and to have it in HR would defeat that purpose.

They are not "typically non-exisent." They are common. In fact, any compliant public company should have one.

GE, UTX, MSFT, DIS...name a blue chip, they have one. Name a Russel or S&P. Yep, they have one.

Same goes with Audit Committees, but I'm not going to bother with details. Suffice it to say you are quite mistaken.

If you want to learn something, just google "compensation committee charter" and "audit committee charter"

I won't weigh in on whatever the original argument that your post arose from. I just want to point out that you have it wrong about the nature of these committees.