The calls for boardroom accountability and independence triggered by the nation's corporate scandals may provide an unprecedented opportunity for companies to diversify their boardrooms

.And women and minority groups aren't about to miss out.

Many are assisting in writing shareholder resolutions for investment houses. Others are staging networking conferences with corporate executives.

And they're behind training that teaches the mechanics of being a corporate director in classes exclusively for women and minorities at a few of the nation's most prestigious business schools.

"Conditions are ripe for CEOs to take a step back and reflect on what they want in their boards of directors," says Anna Escobedo Cabral, president and CEO of the Hispanic Association on Corporate Responsibility. "We all win if greater diversity happens. The company is better off.

The shareholders are better off. And the consumers are better off."Ms. Escobedo Cabral says there has already been an increase in inquiries for Latino leaders to serve on boards. And because so many minorities come from outside the traditional clubby corporate networks, they are less likely to be lassoed into a CEO's thinking, she says.

Racial and ethnic minorities account for nearly a third of the U.S. population. But most corporate directors are still white men.

An annual survey by The Dallas Morning News of the top 100 public companies in Dallas-Fort Worth found that women hold 7.5 percent of boardroom positions, down from 7.8 percent a year ago. Minority men hold 5.4 percent, down from 8.4 percent.

Nationally, women held 12.4 percent of the board positions at the nation's largest 500 companies in 2001, according to a biennial survey done by New York research firm Catalyst. In 2000, that figure was 11.7 percent. Catalyst will report its latest results in November.

Finding candidates has long been cited as a challenge in the effort to make boardrooms more closely reflect the makeup of America.

Some executive search firms are beginning to specialize in recruiting women and minority prospects. At Wesley Brown & Bartle Co. of New York, CEO Kenneth Arroyo Roldan has made boardroom diversity a mission.

"I have the passion to change the demographics of the executive suite," says Mr. Roldan, 38.

By his estimate, just 1 percent of the top executive suites are occupied by a person of color.

"That's a shocking number in today's climate when minorities have $ 1 trillion in buying power," he says. "Minorities are more the majority in many cities, and there are still challenges ahead.

"Meryle Mahrer Kaplan of Catalyst, a New York-based research house on women in corporations, says companies can expand the pool of candidates by looking beyond the pool of CEOs.

"It is true that women are only a tiny number of CEOs at the Fortune 500, but there are women who are leading massive divisions of companies who have very high levels of experience," says Ms. Mahrer Kaplan, senior director of advisory and corporate board service.

At Southwest Airlines Co., president Colleen Barrett, who also serves on the board of directors, says the Dallas-based airline is always looking for good candidates. And, she says, networking matters mightily when looking for the right candidate.

The issue of diversity has come to a head because the Sarbanes-Oxley Act of 2002 now requires more independence among board members. The act, called the most far-reaching crackdown on corporate fraud since the Great Depression, also requires that companies disclose whether their audit committee includes at least one member who is a financial expert and, if not, to explain why.

Some say that such requirements will make directors of any color or gender think twice about accepting an offer to serve.

And some corporate governance groups question whether minorities or women will be any more willing to ask the tough questions of CEOs than those who have traditionally held the 10,000 or so board seats of the Fortune 1,000.

On the other hand, the weight of new federal law and shareholders upset with the status quo could help usher in a new, more diverse crop of directors.

Carl Brooks, a former utility executive and president of the Executive Leadership Council, predicts an upheaval in directorships will begin within 18 months. The Executive Leadership Council is made up of 300 top black executives within three levels of the CEO position.

"We think the landscape is changing," says Mr. Brooks. "Examples at Enron and WorldCom show that it is the time to have more insightful board members who can take appropriate, fast action when need be.

"As the focus has shifted to boards of directors, boot camps have sprouted to train women and minority business leaders on the ins and outs of being a corporate director.

Northwestern University has led the effort with programs for women and minorities. The University of Southern California and Harvard University have stepped in with training programs for Hispanics, the nation's largest ethnic minority.

In other cases, training programs for directors at schools such as Rice University and Stanford University are addressing the issue as it relates to governance and director effectiveness and protecting potential stakeholder groups.

Northwestern's Kellogg School of Management began its program for women last year. It was overbooked and attracted executives from Sears, Roebuck and Co., Merck & Co. and Microsoft Corp. Kellogg just completed its third session this month.

"These are women who were not on the radar screen before," says Victoria H. Medvec, a Kellogg professor of management who heads the school's Center for Executive Women.

In Dallas, Marc I. Steinberg, founder of the Corporate Directors Institute at Southern Methodist University's law school, said it is the role of shareholders, especially large institutional shareholders, to diversify boards.

"It's beholden upon them to put pressure on the board to take on nominees who do not conform to the same sort of backgrounds," Mr. Steinberg says. Doing so would mean "we have a better chance of reaching independence in practice rather than in independence in appearance only.

"The Calvert Group of Bethesda, Md., is doing just that. The investment house has $ 8.7 billion in assets in companies it deems "socially responsible" and launched its first board diversity resolution in 1994. This year, Calvert launched a record nine such resolutions.

Like most shareholder resolutions, the past efforts have not won approval, but the spotlight on the issue helps, says Calvert spokeswoman Elizabeth Laurienzo.

"We felt the timing now is historically unprecedented to urge companies to add women and people of color," Ms. Laurienzo says.

Bill Funk, a managing partner in the Dallas office of the executive search firm KornFerry, says demand for women and minorities is growing, changing what was the "last bastion of male exclusivity." Mr. Funk credits the cry for public accountability at the boards of publicly traded companies.

Janet Hill, a black woman who sits on several boards, including Dean Foods Inc. of Dallas, agrees. "They ignore the presence of women and men at their own peril," says Ms. Hill, a vice president at the corporate consulting firm Alexander & Associates Inc.

"You can't recruit the best people if you don't widen the pool. You might recruit the best white people, but that doesn't mean they'll be the best people."

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