Hacker News Reader

People keep saying this. All it really prevents against is the most blatant kind of theft from the company; it doesn't stop senior management awarding themselves salaries that are huge compared to any other worker.

It's not unheard of for a board to enrich themselves. I believe a lot of the salaries for boards and executives is nothing more than a looting of the company at the shareholders' and host country's expense.

Salaries for the board is a special case, since it usually needs to be agreed by the shareholders at the AGM. This case isn't really covered by fiduciary duty, since it is not a case of the board acting as agents of the shareholders (it would be different if the pay committee actually falsified their report).

Incentives tend trump all, especially in major grey territory like this.

As I found your phrasing confusing, and to be clear for others, non-profit board-members also have a fiduciary duty to the stakeholders not to enrich themselves at the expense of the mission.