Corporate governance discussions are an academic parlour game.
Its about power and if you lack power,
'rules' - even rules meant to make executives accountable - will be twisted and misused by those in power to destroy you.
-- In fact, its even easier for a business executive to monkey around with rules than it is for a sharp lawyer to make a donkey of the law. If you really want to control an executive's actions, use your money to buy a lawyer or a gun 