The decision-making of boeing's board - an elite club of corporate titans and government dignitaries - is under scrutiny after two crashes of the 737 max killed 346 people in the span of five months.Cognitive stage of learning shareholders and families of the crash victims are pushing directors to share what they knew about the jet's safety and whether they could have done more to prevent the crashes.Cognitive stage of learning boeing has acknowledged that in both occurrences, the planes' noses were pitched downward by a software system called MCAS.

A corporate board of directors serves on behalf of the shareholders, hiring and firing the CEO, setting the pay of top executives and questioning whether their decisions are serving the company's long-term interests. "They set up guardrails for the CEO," said james schrager, a management professor at the university of chicago's booth school of business.Cognitive stage of learning

At boeing, CEO dennis muilenburg has strong support from the board. Muilenburg, a longtime boeing engineer who rose through the ranks of its defense business, was the safe choice to succeed james mcnerney when he stepped down as CEO in 2015.Cognitive stage of learning with muilenburg at the helm, the company's stock price has tripled over three years. When mcnerney left the board, muilenburg was given the powerful dual role of chairman - head of the board - and CEO.Cognitive stage of learning

When the 737 max was built, the board should have asked tough questions about how the plane's safety was tested, said charles elson, director of the john L.Cognitive stage of learning weinberg center for corporate governance at the university of delaware. "Directors are not there to stick their fingers in the design of the aircraft," elson said. "They are there to assure themselves that the processes by which the aircraft was designed were effective and safe."

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Boeing could have prevented a second tragedy if it had grounded the 737 max after the first crash, said tom demetrio, a lawyer who is suing boeing on behalf of the families of the indonesia crash victims. "The ethiopian aircraft should have never even been allowed to take off," demetrio said. "Boeing, not knowing why the lion air crash occurred, should have said, 'everybody out there, stop flying these damn things.' "

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In the days after the ethiopia crash, the board quickly reversed its position on grounding the fleet. First, amid a global uproar, muilenburg called president donald trump and asked him not to ground the planes.Cognitive stage of learning A day later, after a call with his board, muilenburg called trump to urge reversing course and recommend a grounding order, as boeing tried to get ahead of a likely directive from the federal aviation administration, according to a person familiar with the matter who spoke on the condition of anonymity because the person wasn't authorized to disclose private conversations.Cognitive stage of learning

The reputations of boeing's board members are at stake. Investor advisory group glass lewis recently recommended that shareholders vote to remove one director, former continental airlines CEO lawrence kellner, because the audit committee he oversees "should have taken a more proactive role in identifying the risks associated with the 737 max 8 aircraft." kellner was reelected.Cognitive stage of learning

In interviews, kellner and calhoun both said that the board was never briefed on the MCAS software before the lion air crash and that they don't see it as part of their job to inspect every technical feature on an airplane.Cognitive stage of learning kellner, who became a director in 2011, said he and other board members are now working to understand whether there were questions they should have asked about the plane's safety sooner.Cognitive stage of learning

A growing number of boeing investors believe muilenburg has too much influence over the board. At the company's annual investor day, on april 29, 1 in 3 shareholders supported a proposal to restructure the board with an independent chairman - a board member with more authority to challenge the CEO.Cognitive stage of learning boeing argues that its lead director, calhoun, has the power to set the agenda of board meetings and consult with directors on the performance of the CEO.Cognitive stage of learning

A seat on boeing's board is a prestigious job with great pay. Each director is paid an average of $324,000 in cash and stock annually - the 29th-highest board pay in a recent survey of the 100 largest companies by compensation researcher equilar.Cognitive stage of learning boeing flies board members to chicago or another city with boeing facilities for a one-day meeting every other month; they typically arrive sunday afternoon and leave by monday afternoon.Cognitive stage of learning

At the beginning of this century, boeing directors helped steer the company through scandals by ousting two successive ceos: phil condit was pushed to resign in 2003, after an investigation found that his team violated ethics rules by promising a job to a government procurement officer; harry stonecipher was forced out in 2005, after the discovery of his extramarital affair with a boeing employee.Cognitive stage of learning

During a series of meetings in 2010 and 2011, boeing's board discussed how the company should respond to the threat of a new, more fuel-efficient line of airbus jets, the people present at those meetings said.Cognitive stage of learning several directors worried that a new plane would be too costly and take too much time bring to market, especially since boeing was at that time over budget and years past its deadline for launching the 787 dreamliner, people who were present at the meeting said.Cognitive stage of learning the board talked about how it would be faster and cheaper to revamp an older version of a boeing jet.

The plan to revamp an older 737 jet included larger engines mounted farther up on the wings, which altered the plane's balance.Cognitive stage of learning boeing engineers designed the MCAS software to compensate for this imbalance. In both crashes, investigators believe an instrument called an angle-of-attack sensor fed the MCAS software bad data, causing it push the planes' noses downward.Cognitive stage of learning the final causes for both crashes have not been determined.

One challenge for board members is a lack of technical expertise. John biggs, a former CEO of the TIAA-CREF insurance company, was a boeing director during some of the discussions around the 737 max and doesn't remember anyone in that group questioning whether a reconfiguration of the 737 with larger engines would create trade-offs that would affect safety.Cognitive stage of learning

Calhoun said boeing's board always looks at whether a new or reconfigured plane is the best solution when considering a new addition to its fleet.Cognitive stage of learning calhoun said it doesn't make sense for a board to be filled with aviation or safety experts. Instead, he says, the group relies on the expertise of each director.Cognitive stage of learning kellner can speak to the needs of airline customers; calhoun knows how to manage suppliers, from his time at airplane engine-maker GE. He also said the board got routine updates on boeing's certification process with the FAA.Cognitive stage of learning

A spokesman for the FAA pointed to recent testimony by the agency's acting administrator, daniel elwell, who defended the strong safety record of U.S.Cognitive stage of learning commercial flight in recent decades. "Since 1997, the risk of a fatal commercial aviation accident in the united states has been cut by 95%," elwell told a senate subcommittee. "And in the past 10 years, there has only been one commercial airline passenger fatality in the united states in over 90 million flights."

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The job of boeing's board got more challenging in october 2018, when a 737 max crashed into the sea off the coast of indonesia. With 189 deaths, it was the deadliest crash in the 50-year history of the boeing 737, according to the aviation safety network.Cognitive stage of learning half of the directors who approved the jet were still on boeing's board, but the boardroom was now led by muilenburg.

For calhoun, one responsibility was learning for the first time about the MCAS.Cognitive stage of learning boeing intended that the software would automatically adjust the plane so it behaved like earlier models of the 737. But preliminary reports on the indonesia crash showed that pilots of the lion air plane struggled to deactivate it in the seconds before they crashed.Cognitive stage of learning

Boeing initially tried to reassure the public of the plane's safety. In a conversation with trump on march 12, muilenburg urged the president to keep the 737 max in the sky, according to an administration official with knowledge of the discussion.Cognitive stage of learning the FAA became one of the last regulatory holdouts, saying a review of the plane found no reason to take it out of the air.

Muilenburg called trump a second time, to advise the grounding, calhoun said.Cognitive stage of learning according to an administration official, muilenburg said he wanted to work with the white house to coordinate an announcement about the grounding.Cognitive stage of learning but soon after the call, trump publicly announced the grounding before boeing could issue a statement. That was followed by an official order from the FAA.Cognitive stage of learning

The same week, boeing's board released its annual report on the company, known as the proxy. A proxy usually tells investors how the board assessed the performance of the CEO, how it calculated the pay of top executives and whether any new risks to the company have become apparent.Cognitive stage of learning boeing's proxy made no mention of the 737 max or how its grounding could affect the business. Boeing's spokesman said the document was completed and printed march 8 - two days before the ethiopia crash - but was filed to the securities and exchange commission after the crash, on march 15.Cognitive stage of learning

The board approved a pay package for muilenburg of $23.4 million - a 27% raise from the prior year - arguing in the proxy that "2018 was a very strong year for boeing," including record revenue, profit and airplane deliveries.Cognitive stage of learning but in april of this year, with sales of all 737 max planes on hiatus, the company took the unusual step of withdrawing its financial outlook for the year and said it would temporarily halt the stock buyback program.Cognitive stage of learning

The department of transportation last month formed a special committee to "determine if improvements can be made to the FAA aircraft certification process," after members of congress criticized the aviation agency for delegating too many aspects of plane certification to boeing.Cognitive stage of learning separately, boeing said four of its board members formed a new committee to "confirm the effectiveness of our policies and processes for assuring the highest level of safety on the 737 max program" as well as other airplanes.Cognitive stage of learning

On a rainy monday morning late last month, boeing's board members shared a bus ride from a chicago hotel to the annual shareholder meeting at the city's field museum.Cognitive stage of learning as their bus pulled into the museum parking lot, they passed a group of five men standing in the rain, holding umbrellas and poster boards with the faces of victims from the two 737 max crashes.Cognitive stage of learning the directors were chased by reporters as they were ushered inside to their seats at the front row of the auditorium.

Later that day, the board held a meeting focused exclusively on how boeing is responding to the crashes, calhoun said.Cognitive stage of learning after discussing recent news about regulator approvals for boeing's 737 max software update and the latest details being learned from the crash investigations, muilenburg left the room to give directors a chance to discuss any concerns about his leadership.Cognitive stage of learning