Women on the Board

Speaking at the annual stockholders' meeting last spring, General Motors Chairman Richard Gerstenberg predicted that G.M. would have a woman on its board before it had a Wankel engine on the market. The first G.M. Wankel is still two years off, but last week the nation's biggest manufacturing company named its first woman director. She is Miss Catherine B. Cleary, 55, president of Milwaukee's First Wisconsin Trust Co., and she differed from most others on G.M.'s 28-member board in more ways than one: she drove a Ford (after her selection, she exchanged it for a Pontiac).

Cleary is among a select but growing number of women being invited onto the boards of the nation's corporations--usually as the single female member and sometimes as a kind of soul mate to the only black or youth member. All of the newcomers are there because of a rising conviction, fostered by the protest movements of the '60s, that corporate boards make decisions affecting nearly everyone, and thus should include a more representative cross section of the public. While only several dozen large corporations have added women directors, many others are on the hunt.

Women directors have widely varying views on the kind of corporate contributions that they can make. A sampling of their thoughts:

-- G.M.'s Cleary insists that "I do not represent women." She assumes that she can help oversee corporate financial matters as well as anyone else who in 25 years of hard work rose from a trust assistant to manager of about $1 billion in investments. "I can't say if I'm a token director, but if I thought I was, I wouldn't be on boards," she insists. Over the years she has joined the boards of A T & T, Kraftco and Northwestern Mutual Life Insurance as well as G.M. An austere person who finds Women's Lib a little brash, Cleary has nonetheless appointed women to one executive post out of ten at her bank. She is the only female on First Wisconsin's board, however.

> Patricia Roberts Harris, 48, is also a true pro in a field dominated by men: a top Washington attorney who has served as U.S. Ambassador to Luxembourg as well as in several important political jobs, most recently as chairman of the embattled Credentials Committee at the Democratic National Convention. Invited to join many boards, she has accepted offers from IBM, Chase Manhattan Bank and Scott Paper. "I'm not nearly so vocal on these boards as I am in politics, education or legal matters because I am still learning the business," says Mrs. Harris. "As I learn, I am growing more vocal."

> Joan Ganz Cooney, 42, creator of TV's Sesame Street, is an unabashed nonexpert in banking who nonetheless considers herself a proper choice for a directorship of Philadelphia's First Pennsylvania Banking & Trust. Chairman John R. Bunting, she says, "knows that I can't comment with intelligence on most financial issues, but I can comment on issues of social responsibility" --including the bank's services to the poor and the elderly. Mrs. Cooney has addressed meetings of the bank's women employees and sees herself "as a symbol of good faith on the part of management to them."

> Jayne Spain, fortyish, vice chairman of the U.S. Civil Service Commission, is a director of Litton Industries and the American Management Association. The president of a manufacturing company acquired by Litton in 1966, Mrs. Spain makes no secret of her attitude toward women in the board room. "The sooner we get more women in policymaking positions, the sooner we'll settle a lot of things," she says. "I think women approach problems more from the human view than men do. The woman asks, 'What happens to the people?' '

> Dinah Shore, 55, Hollywood perennial, has been a director since last December of St. Louis' May Department Stores Co., the 100-store retail chain. When Vice Chairman David May II, a frequent tennis partner, asked her to join, Shore at first declined because "I kept seeing Roz Russell in old movies before my eyes." Later she decided that she was in a good position to spot changing preferences for home furnishings and food on her TV talk show and thus had "access to information that the store management will eventually use."

The roster of women on big corporate boards also includes Chicago Lawyer Jewel Stradford Lafontant, a director of TWA and the Jewel Cos. grocery chain; and Girl Scouts Executive Director Cecily Cannan Selby, who is on the Avon and RCA boards. Last week Metropolitan Life Insurance named Barnard College President Martha E. Peterson for a directorship. They and other women who join boards are acquiring power in two ways. Aside from gaining the prestige and authority that have always gone with the job, directors of all companies today are being forced to take more active roles in company decisions. In several recent instances of corporate decline and failure, courts have held that shareholders can collect damages from directors who are no longer able to rely on the excuse that they were not fully acquainted with their firm's activities.

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