It is an eclectic mix of 14 men and women who will decide the future of Anheuser-Busch Cos.

There's a former U.S. ambassador to Mexico, a civil rights attorney and the chairman of the Augusta National Golf Club, which runs the Masters tournament. The group includes the one-time boss of AT&T, a retired Army general and a woman who once developed fragrances for Avon.

The task in front of Anheuser-Busch's board of directors is not likely to be an easy one, marred by divided loyalties and legal responsibilities.

As directors, they're required to act in the interests of the company and its shareholders when considering the unsolicited $47.5 billion bid by InBev of Belgium. But doing so could force them to cast aside feelings of loyalty both to the nation and to the Busch family that's been running the brewing company for generations, said Ravi Dharwadkar, a professor in the Whitman School of Management at Syracuse University.

"Those are the two strings that are probably tugging at their hearts," said Dharwadkar, who studies corporate mergers.

The nationalistic pressure is easy to see, with politicians and the public alike urging the preservation of an American icon. Politicians have railed against the deal and at least two websites are stirring up public pressure against it.

More difficult to watch, however, is the role being played by the relationships among various board members.

On the surface, the board's composition suggests it should have little trouble going in a different direction from management, if needed, with 10 of the 14 members considered independent — having relatively minor ties to the company.

But the company has long been criticized for its governance. Anheuser-Busch received an F grade from The Corporate Library, an independent research firm.

The board has been cited for various conflicts, including the fact that director Andrew Taylor's Enterprise Rent-A-Car Co. was paid $12.2 million in 2007 for auto services. The figure is not large enough by Anheuser-Busch standards to be considered a conflict of interest.

"Enterprise is a $13 billion company, and this agreement is an extremely small contract for that company," said W. Randolph Baker, chief financial officer for Anheuser-Busch, in a written statement.

He said the company is committed to good corporate governance practices and that it has instituted changes, including the annual election of all directors. The company also requires executives and directors to own stock.

Anheuser-Busch also pointed out that Institutional Shareholder Services, another independent firm that rates corporate governance practices, says the brewer's practices were better than 75.4 percent of S&P 500 companies as of June 1.

According to SEC documents, there are numerous situations where the families of board members have their financial livelihoods linked to the company. For example, five lucrative beer distributorships, in Missouri, Florida and Washington, are owned by relatives of current and former board members. Those include Grey Eagle Distributors, which covers St. Louis County and is owned by David Stokes, the son of Patrick Stokes, a director and former president of Anheuser-Busch. Patrick Stokes is not considered independent.

Some outsiders also question the tenure and relationships of board members. Nine of the 14, for example, have been on the board for a decade or longer. Civil rights attorney Vilma Martinez has been a director for 25 years.

In addition, many of the directors share seats on the boards of other companies.

Directors August A. Busch III and Joyce Roché are directors for AT&T. Three members — Busch, Carlos Fernández and Vernon Loucks Jr. — are on the board of Ferguson-based Emerson. And two directors, Martinez and former AT&T boss Edward Whitacre, are on the board of Burlington Northern Santa Fe Corp.

Such relationships are often criticized by governance experts, who say they encourage directors — who are supposed to act as independent advisers — to become too friendly with one another and company management.

Others suggest that it helps them to get to know one another's strengths and weaknesses.

"They get very cozy with each other," said Paul Lapides, director of the Corporate Governance Center at Kennesaw State University. "But there are some benefits."

The New York Times reported that some of the board members, including Whitacre, are considering hiring their own attorneys to advise them. Such a move could indicate a lack of confidence in the other independent board members, Lapides said.

"That's the implication," Lapides said. "That has the potential to cause real trouble for the deal-making process."

For now, investors, employees and the public are anxiously awaiting word on what the board will do. Some in the financial community look at the InBev offer and say the board has little choice but to accept it.

That doesn't mean, however, that it is a given.

While the board does have an obligation to shareholders, a group that includes investment wizard Warren Buffett, the fact that the InBev offer was unsolicited gives the board some room to maneuver, said Lawrence Mitchell, a business law professor at George Washington University.

Under the laws of Delaware, where Anheuser-Busch is incorporated, the board need only offer up a course of action that, in its opinion, will be better for the company in the long run.

"A board can just say 'no' if it's got a considered business plan, even if the shareholders want the deal," Mitchell said. "Of course, at the next annual meeting, the shareholders could throw the board out on its tushes."

tbarker@post-dispatch.com | 314-340-8350