Corporate boards need more women, but not people such as Susan Bayh, wife of Sen. Evan Bayh.

It’s not that she isn’t up to the task. The former attorney at Eli Lilly and Co. and visiting professor at Butler University is by all accounts capable. So we’re not surprised she regularly receives invitations to serve on boards.

But we are surprised she accepts. As her husband’s political career has blossomed, questions about conflicts of interest have mushroomed.

These days, Susan Bayh, 49, serves on five boards, including WellPoint Inc. and Emmis Communications Corp. locally.

You can imagine that WellPoint brass is delighted to have Bayh aboard. After all, she has the ear of a senator who is emerging as an important player as Congress considers sweeping health care reforms.

It’s a good gig for Susan Bayh. Last year, she earned $327,000 in fees, stock and stock options from WellPoint, according to IBJ research. But the hefty compensation only heightens our unease with the arrangement.

A key question: Will Sen. Bayh be less likely to play tough with health insurers because of his wife’s position?

The Bayhs never have addressed such conflict concerns head on, even though they’ve come up repeatedly.

During the question-and-answer session at WellPoint’s annual meeting in May, the topic came up twice. But CEO Angela Braly didn’t provide much of an answer.

“We feel we’re well-situated to avoid the conflict of interest that might exist from that situation,” Braly told shareholders.

Bloomberg reported last fall that Susan Bayh’s role on boards might have hurt Evan Bayh’s chances of becoming the vice presidential running mate for Barack Obama.

It isn’t just the WellPoint board post that raises sticky questions. At least one major shareholder in Emmis Communications has questioned whether Susan Bayh would be willing to be tough on CEO Jeff Smulyan, an unabashed supporter of her husband.

Smulyan is a Democrat who has held fundraisers for Bayh at his home. “I hope he one day seeks the presidency,” Smulyan said at a 2001 Democratic event. Emmis also was the publisher of Evan Bayh’s 2003 memoir.

“The well-chronicled personal relationships that Ms. Bayh and her husband have with the Emmis CEO might logically raise legitimate questions about the extent of Mrs. Bayh’s independence,” Frank Martin, an Elkhart money manager, said in a letter last year.

For her service on Emmis’ board, Susan Bayh last year earned stock and options valued at $99,262, according to IBJ research.

Radio-station operator Emmis, like WellPoint, is in a business that’s regulated by the federal government—regulation that Sen. Bayh has the influence to shape.

We don’t begrudge Susan Bayh’s desire to make a living and build her own career. But she could put her skills to work in ways that would be free of potential conflict. It’s time for her to clear the air by doing just that.•

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