He adds that company leaders remain unconvinced that having outsiders "will contribute any real value to the firm," noting incompatibility with other directors or the CEO.  "I have seen instances where the outsider is not well prepared for the meeting, takes the discussion off on tangents that are not meaningful or does not have the patience for the decisionmaking process in some employee-owned firms," says Wilson.

In a survey last fall of 204 mostly design firms, industry financial consultant EFCG Inc. found that 60% had independent directors. Outsiders made up 14% of boards on average, but numbers changed with size. All or most firms over $250 million in revenue had outside directors, but only 36% of those under $25 million employed them.

There is little industry-specific data on changing trends in the makeup and priorities of boardrooms. Broad-brush surveys of corporate boards, which include an unspecified construction-sector input, offer some glimpse. In its annual survey of private-firm board trends released in March, the National Association of Corporate Directors (NACD) notes changes in issues from race and gender diversity and board priorities to director recruitment and succession planning (see charts above).

About 28% of the 841 responding firms have less than $25 million in revenue, while 15% are above $1 billion. This year's results show that boards have boosted their focus on companies' executive talent management and leadership development. Respondents named it the third leading priority in 2011, up from No. 6 in 2010.

Diversity Challenges Remain

But the NACD survey and others show that women and minority directors remain few in corporate boardrooms. Women make up an average of 16.4% of Fortune 500 corporate boards, according to a national campaign to increase that to 20% or greater by 2020. About 28% of Fortune 1000 firms have no women board members.

Research group Catalyst LLC shows slightly more women as Fortune 500 committee chairs but little change in the industry's showing, with firms averaging 0.5 women directors. "So half a woman is all they can muster—only the entertainment and sports industry does worse," says Mildred O. Callear, executive vice president of Small Enterprise Assistance Funds, a Washington, D.C., investment management group for small and medium-sized businesses.

She cites earlier Catalyst research showing better performance in returns on equity, sales and invested capital by Fortune 500 companies with at least three women directors.NACD says just 20% of its respondents have at least one non-white director.

"I don't believe in diversity just for diversity, but there are a lot of qualified people out there," says Diane Creel, a former design-firm CEO and veteran of several large public-firm boards.

Contractor The Haskell Group, which has added outsiders to its eight-person board since 2008, sees diversity as an important criterion in adding future directors to what is now an all-white male board, says CEO Steven Halverson. The outsiders "made sense to our current directors, and their quality was immediately apparent," he adds.

Halverson says the three—a contracting veteran, another with deep knowledge of one of the firm's most important end markets and a former public-company CEO with strong political and public-policy skills—integrate "seamlessly" with inside directors. He says the outside directors "provide accountability, approve our strategic goals and major financial transactions, and set my pay."

Stanley Consultants, an Iowa-based engineering firm, opened its board to outside directors more than three decades ago, says Chairman Gregs Thomopulous. "The primary objective was to have an effective board that was not another management group," he says. "It was also awkward for directors who were supervisors of the CEO at the board level but not at the company level." He says outside directors with non-company expertise in such areas as banking, accounting and academia "do not own shares in our company and have no vested interest other than the interest of the [firm]. They take fiduciary responsibilities seriously."

Reaching Outside the Company

Outside directors "can ask the tough questions and make controversial recommendations without fear of confrontation or reprisal," says consultant Rusk. "Meetings tend to become better organized, more effective and less dramatic when the firm is paying for an outside professional to attend and participate." Adds Kathryn Sprankle, a design firm consultant in San Francisco who also is a current company director, "Businesses are not looking at boards as dynamic entities, and they should. The time that CEOs have to make decisions is severely constricted today."