Kay Koplovitz, the Director's Council

This is a partial transcript from Your World with Neil Cavuto, October 20, 2003, that was edited for clarity.

Watch Your World w/Cavuto weekdays at 4 p.m. and 1 a.m. ET.

NEIL CAVUTO, HOST: The board that let the CEO’s pay get out of whack, the other board that let malfeasance get out of control, the other board that couldn’t find a chairman boondoggle it didn’t like. Sound familiar?

Well, it does to Kay Koplovitz, too. The former USA Network honcho has had it with boards that don’t debate, don’t challenge, and don’t do the shareholders’ bidding. Now she aims to change all that, and fat cats, beware. She’s on you like you-know-what.

Kay, welcome.

KAY KOPLOVITZ, THE DIRECTOR’S COUNCIL: Nice to be back, Neil. Thank you.

CAVUTO: The goal is what, more independent boards, right?

KOPLOVITZ: Well, independent boards are a necessity because of Sarbanes-Oxley, because of the requirements of the New York Stock Exchange, but they’re right for the shareholders, and 77 percent of the listed boards don’t have enough independent board members to really...

CAVUTO: Even now with all the changes? What’s the big deal?

KOPLOVITZ: Even now with all the changes. So The Director’s Council, my seven colleagues and I, have started a firm really to identify, source, and provide independent board members with more diversity, that the boards look more like the shareholders and their stakeholders.

CAVUTO: But the chairman and CEOs still in this old-boy network kind of have this image of controlling things anyway.

KOPLOVITZ: Well, it’s going to change. It’s going to change by regulation, but it really needs to have people like us in the field who have different networks. Our firm is sourcing differently. We have seats at the table, by the way. Our eight members are on 15 Fortune 500 boards. So we have our seat at the table. What we’re going to do is open the door.

CAVUTO: But what was the problem at the NYSE? I mean they rubber-stamped everything that Dick Grasso wanted, every pay package that every top official did, and then back and claim they didn’t know.

KOPLOVITZ: I think when you have a lot of interlocking boards and you look at the members that served on the compensation committee and look at the Home Depot (HD) board and you look at the New York Stock Exchange and you look at various members, there were interlocking board members, shifts going on there.

And that will come to an end as well, and it will be to the shareholders’ value, and I think what we need to do is identify independent and competent board members who can serve on these various committees, who can represent the stakeholders, the shareholders, the customers, and the employees of the companies and really do...

CAVUTO: How soon? How soon, Kay?

KOPLOVITZ: Well, we’re under way. We’ve started our first searches with Time Warner (TWX) and AT&T Wireless (AWE).

Let me give you an example.

CAVUTO: Real quick.

KOPLOVITZ: AT&T Wireless came to us and said we want a minority woman on our board. We looked at their board and said they need marketing. We provided them in 30 days with 10 candidates, five of them marketing, five of them first-time members, so new slate of directors, and they said it was the best slate they ever had.

CAVUTO: All right. Kay Koplovitz, thank you very much.

The Director’s Council, the founder of USA Network, so much more.

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