These posts saying that barring irrationality, lack of good faith, self-dealing etc. , directors cannot be held liable are undoubtedlycorrect under US (i.e. Delaware) law, but perhaps the issues deserves to be re-opened, or the list of exceptions where review does take place needs to be expanded a bit.
http://bit.ly/tyqMSN (blog post by Professor Bainbridge)
Here in Japan, the judge has a bit too much discretion to sit in judgment about management matters he often knows nothing about. So that is probably not the answer either,… but ifU.S.law in this regard is about nothing but process, we will just continue to get a lot of boxes and diagrams and process to do CYA. Perhaps in this respect the unpredictability of Japanese law is not an entirely bad thing, if judicial discretion could only be limited or guided.
The Board Director Training Institute (BDTI) is a "public interest" nonprofit in Japan dedicated to training about directorship, corporate governance, and related management techniques. It is certified by the Japanese government to conduct these activities as a regulated nonprofit. Read a summary about BDTI here, and see a menu of its services for both corporations and investors here.