In what may be the newest wrinkle in troubles for money-losing financial firms, boards may be singled out for poor oversight. Union pension adviser CtW Investment Group is going after Citigroup (NYSE: C), declaring "Accountability for risk management begins with the Audit Committee, and they will be the first to face an opposition shareholder vote," according to Reuters. The group may fight the re-election of some directors at the bank's next annual meeting.

The point may be well taken. A look that the charter for the audit committee at Citi shows that it does say the group is responsible for overseeing risk management activity by the bank's management. The question becomes to what extent does that entail digging into the bank's balance sheet and specific investment decisions. The audit committee almost certainly could have done more to question the company's move into subprime instruments but may have felt that such a move would be too intrusive.

The next question will be if any members of the board are liable for their actions. The group may defend itself by interpreting the issue of looking at risk decisions in very broad terms. But Citi's subprime mess did turn out to be a very broad problem.

Douglas A. McIntyre is an editor at 247wallst.com.

The resignation of a board member at once high-flying skate-shoe manufacturer Heelys (NASDAQ: HLYS) could be a harbinger of a managerial shake-up at the company.

On December 21st, Heelys filed an 8-K announcing that on December 17th, board member James Kindley had resigned in protest to a board resolution "relating to Michael G. Staffaroni's, the Company's President and Chief Executive Officer, handling of certain operational matters".

In a letter to Staffaroni filed with the 8-K, Kindley explained his resignation:

As you know, I strongly support your vision for the company and your strategy for realizing it. Regrettably, a majority of the directors voted at the November meeting for an ultimatum expressing dissatisfaction with your performance, an action I openly opposed (that is not reflected in the minutes) and one that I feel signals an unjustified lack of confidence in you and your strategy. I am unable and unwilling to support the majority's alternatives and directives.

Given that a majority of the board has expressed dissatisfaction with the CEO -- and saw fit to hold a vote to formalize that disappointment -- his days with the company could be numbered.

Heelys has had a rough time since its IPO. Its stock has fallen from a high of $40.09 to its current price under $6.25, which was accompanied by a slew of shareholder class action lawsuits. A change at the top could be a short-term catalyst for a recovery in the share price and, with the board's dissatisfaction with the CEO now plastered over an SEC filing, that could come soon.

While women still earn a fraction of a man's wage in the United States, there is one niche where women are eking out an advantage -- and please check your stereotypes at the door. It's not fashion, or child care, or as spokespeople for psychic hotlines (though I think someone should look into that...). It's the boardroom.

Unbelievably, a report by Corporate Library that looked at pay data from more than 25,000 directors at 3,200+ companies found that women were paid more, on average, then men; $120,000 for women versus a median of $104,375 for men. Of course, given their much smaller numbers -- female directors are outnumbered by males, eight-to-one -- it's not exactly reason to take out our party hats, ladies.

The report doesn't theorize as to why, exactly, women are paid more. I wonder if it's due to the demand for a "product" in limited supply -- directors tend to be officers for other corporations, judges, or other highly-ranked folks. Far fewer of these are women. Hence, the women who are available to serve as directors must be paid more to lend their female presence.

Alternatively, it could be the simple fact that larger companies are more likely to desire diversity on their boards; and it is the larger companies who pay more. I wonder where newly-appointed News Corporation board member, 27-year-old Natalie Bancroft, fits on the director pay scale?

Wal-Mart Stores, Inc. (NYSE:WMT) does take some shareholder suggestions to heart, although many of them are quashed by the board. Wal-Mart's board must now be elected by a majority vote instead of a plurality vote, something that has been brought up several times at annual shareholder meetings.

Wal-Mart also said that plurality voting will continue to be used in contested elections when the quantity of director candidates surpasses the number of available positions, which makes sense and is not a change from previous policy at all.

Why make the change to the voting and election procedure now for Wal-Mart? It seems an odd time, but perhaps there is something underway soon with the Wal-Mart board that makes the announcement of a majority-elect board some kind of advantage for the world's largest retailer.

Rob Walton, Wal-Mart's board chairman, said, "We believe that due to recent changes in Delaware law, the majority vote standard is now in the best interests of the company and its shareholders." This is most likely true, although the specific changes to state law where Wal-Mart is officially headquartered would most likely apply to other public companies with registered headquarters located in Delaware.

As expected, the Federal Reserve Board is leaving rates unchanged following their meeting today. The federal funds rate will remain 5.25% until next month's meeting. While many analysts believe this lack of change will continue through the end of the year, some are saying that one more increase will take place in the next few months.

Unfortunately, Ben Bernanke gave no interesting snippets in the press release announcing the results of the Fed meeting, so we'll just have to wait for the juicy stuff I suppose.

Legendary buyout maestro, Carl Icahn, likes to stir the pot. Hey, it's made him a multi-billionaire.

His latest prey is ImClone Systems, a company that has been the source of much turmoil over the years. And, the company's shareholders definitely want some change -- as they have elected Icahn and two of his allies to the board. Currently, Icahn has control of a third of the board. Oh, and he owns about 14% of the outstanding shares.

Icahn also likes to write letters to management -- and these letters are, well, not very uplifting.

In the case of ImClone, Icahn has penned an interesting letter, which was disclosed at the SEC site.

The leader starts with "Dear David" (who is the Chairman of the board). Basically, Icahn wants David to leave. He is also disappointed with the hiring of the company's CEO. Yes, he should leave too.

Icahn even calls David's performance a "sorry record." He mentions the apparent "passivity in pushing to start appropriate trials in first-line colon cancer and other indications." Icahn is also worried about "employee dissatisfaction and probable defections." Of course, there was ImClone's loss of a major patent suit during the past week (relating to the Erbitux drug).

No doubt, ImClone needs some discipline to get things moving in the right decision. And, it looks like it will take the tough tactics of a billionaire who likes a good fight.

Tom Taulli is the author of various books, including the Complete M&A Handbook and operates InvestorOffering.com.