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Every time another chief gets a rock star salary, another board of directors loses control.

That's how the majority of directors in corporate America feel about CEO compensation based on new data compiled by the accounting firm PricewaterhouseCoopers.

According to the What Board Directors Think 2007 Annual Board of Directors Survey, 67% of directors believe U.S. company boards are having trouble controlling the size of CEO compensation.

If the general public ever had a bone to pick with the C-suite, this is it. The federal government has intervened with legislation to correct it and shareholders have made as much noise as they can.

So what are the boards saying?

According to the study, 41% of board members said the board and compensation committee will take a firm stand to promote change, while another 31% said stockholders and institutional investors will apply enough pressure on companies. There's a small contingent, 16%, that don't believe there is a problem with the rapid CEO compensation growth.

Catherine Bromilow, a partner at PricewaterhouseCoopers, said directors tend to look over the fence when asked these questions expressing greater concerns for what's going on at other companies, not their own.

"When we asked directors how we thought their own board did, the vast majority thought that their own board did just a fine job," Bromilow said. "So there really is this sense of not in my backyard and there's a problem but in other boards."

The issue of shareholder interference also was addressed in the survey with 92% of directors saying shareholders don't have the right to approve or disapprove CEO pay.

"That sends a pretty clear signal that directors think that they are appointed and elected by shareholders to represent the companies and make those decisions," Bromilow said, noting the complexity of measuring pay vs. performance. "It's not just a black-and-white issue."

Meanwhile, 76% of directors believe it's a positive step for publicly listed companies to provide full disclosure of senior management compensation in proxy statements. Nine percent of directors oppose this practice. In that vain, 66% of directors are not concerned about having to provide greater disclosure about this compensation under Securities and Exchange Commission rules, while 23% were "somewhat" concerned.

Bromilow said that last year 88% of directors viewed the issue of disclosure as a positive.

"It's still between three and four directors, but that's a 12 percentage-point drop in one year," she said. "If we had to speculate, no one in 2006 had done the new disclosure and directors were more answering from the perspective of not having understood everything that was involved."

In March 2007, 10,000 directors at the top 2,000 publicly traded companies received the What Directors Think questionnaire. Directors returned 1,006 questionnaires for a 10% response rate. Note that the results in italics are “board” related questions and have a smaller sample size of 758 where each board surveyed is only represented once in the sample. Further explanation is available in the methodology portion of this report.

The questionnaire was created through a joint effort of PricewaterhouseCoopers and Corporate Board Member. It was mailed and collected during the months of April and May 2007.

There were two basic types of questions addressing the policies and practices of the board and addressing the characteristics and opinions of the individual director. Each board was only allowed to be represented once in the data pool, causing deletion of any respondent’s reply whose board was already represented.

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