The abrupt departure of Citigroup CEO Vikram Pandit in October came as quite a surprise to those outside the bank’s boardroom. The directors opted to chart a new course, tapping Citi insider Michael Corbat, who led the bank’s Europe, Middle East, and Africa operation, as the new chief executive. But the change also provided a timely reminder that while all eyes may be on the directors and the executives, a company’s general counsel has a key role to play in succession planning.
“The role of the general counsel in CEO succession planning is to make sure the board has processes in place that are adequate to address it,” says Donna Dabney, executive director of The Conference Board Governance Center. That means ensuring that regular evaluation of the CEO’s performance is on the board’s agenda, and that directors are reviewing potential candidates on at least an annual basis. One benefit of doing this every year, says Dabney, who previously served as the corporate secretary of Alcoa Inc., is that it “makes it a routine, normal conversation” rather than something that makes executives fear for their jobs.
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