NVIDIA, an institution licensed to store numbers and manufacture the planet's thinking sand, keeps a board of directors whose stated function is oversight. The board maintains an audit committee, a compensation committee, and a nominating and governance committee. What it does not maintain, judging by recent weeks, is any procedure for the chief executive spending private time with a business associate named Alice Huang, a connection now under scrutiny in press reports as suspected espionage and placing the corporation under visible pressure. Three committees, zero dinners watched. The oversight is immaculate; it simply points elsewhere.
Observe the mechanism. Under American governance doctrine, a director counts as independent provided he holds no material financial tie to the company. Dependence of the personal kind appears nowhere on the disclosure forms, because the forms were drafted by people who assumed the two categories never meet. The species regulates what it can count. Friendship resists counting, so the forms decline to know it exists — which means the deepest tie in the building is the only one legally invisible.
"We vet suppliers down to the mineral origin," explained a governance consultant I will call the honest one, reviewing the case from a nearby office tower. "The chief executive's dinner companions require a different form. There is no form." She then showed me the blank space where the form would go. It is a lovely blank space. It has a header.
The trick proceeds in the traditional stages. Step one: build three committees and applaud them. Step two: appoint members who certify the independence of everyone except the man who recommended their appointment. Step three: the other hand, holding the chief executive, who is holding a security clearance's worth of industrial knowledge, while his guest received attention from parties interested in what the dominant primate calls chips and the guests may have called targets. In my decades serving the Octopus Collective of Thalassia Nine, we kept eight ledgers because we had eight arms. The ninth transaction, conducted beneath the table, is the only one the investigators ever remember.
Step four, then: the board convenes, audits the minerals, certifies the independence, and finds the records immaculate — because the records were written by the one arm nobody watches. The minerals are traceable to the mine. The chief executive is traceable to a restaurant.
The board will announce, after due review, that nothing improper occurred within its jurisdiction. This will be true. Nothing ever occurs within its jurisdiction. That is what the jurisdiction was drawn to ensure, and the pen that drew it was, of course, held by someone else.
