Short of keeping the retired CEO as a director, is there a way for shareholders to retain that experience without harming the corporate governance process? The special circumstances described above will certainly come into play at many corporations. But there also will be cases when shareholders are so dissatisfied with corporate management that they will want to effect a meaningful change. Because of the generalized problems described before, withholding a vote for the retired CEO is a viable option.

Even so, in these cases shareholders still face the dilemma of losing a candidate with potential value. There are some possibilities to retain that value short of electing a retired CEO to the board:

- This alternative, however, would not solve a thing. The lack of a vote would hardly stop a retired CEO from exerting his influence if he so desired.

- This alternative has more appeal, but still runs the risk of allowing the retired CEO to exert undue influence over board decisions.

- Again, this alternative offers some potential, but it still allows the retired CEO to exert too much influence over the new CEO and full board.

- This is the most promising alternative. It would allow the one person who would benefit the most from the retired CEO's experience -- the new CEO -- to take advantage of his predecessor's expertise. It also would allow the new CEO to maintain full authority when dealing with the board. This alternative still could place the new CEO in a precarious position, if the retired CEO were ever to disagree with the new CEO and bring his case to the board or other officers. But the danger would be minor if the choice were left to the new CEO: If he had a good working relationship with his predecessor and valued his advice, the arrangement could benefit all concerned. If the new CEO were concerned about his predecessor's shadow, he could make a clean break.

Our essential concern is that the chain of accountability be clear and enforceable.

The decision for shareholders will often be gray. What should the vote be, for example, at a company with a superior performance record and an open governance system, but whose board chairman and nominating committee chairman are not independent directors? Is this reason enough to withhold a vote for the retired CEO?