The Retired CEO: On or Off the Board? by Howard Sherman (and related article) Resist the Desire to Stay On by Walter B. Wriston

Wriston, Walter B.

Sherman, Howard

2007

Resist the Desire to Stay On by Walter Wriston

 

The reasons for a retiring CEO to leave the board of directors have almost nothing to do with the concept that he or she would end up dominating the board agenda and decisions. Some of the reasons are related to the fact that all organizations are run by human beings and some to the nature of the way corporations are governed.

In the real world, one either holds a job and assumes the authority and responsibility that goes with it or one does not. All new CEOs worth their salt have their own vision for their company which they believe is appropriate for the times. Since times change, and never more rapidly than today, that vision may very well be -- and should be -- different from yesterday's. This does not mean that the last CEO's policies were necessarily wrong; it only means that new conditions may require new policies.

If a retired CEO stays on the board, he or she may have to sit and watch the new person dismantle some favorite programs and alter the direction of the company. As these plans develop at board meetings, the choice faced by the retired CEO is to comment on the wisdom of the new direction, in which case it can be construed as meddling, or to say nothing and thus make zero contribution. It is a Hobson's choice which can easily be avoided by not staying on the board. This course of action also produces the added benefit of opening a place for another director not so constrained.

What about losing the accumulated experience of the retiring CEO? That is easily solved. If the new CEO wants to tap the perceived wisdom and experience of the retired CEO, a telephone call or a quiet meeting does not require a board seat. While there are instances where this intergenerational exchange has been active and productive, it is the exception rather than the rule.

One reason for mandatory retirement is to assure the corporation of fresh leadership to meet changing conditions. If the new leadership wants to consult the old, no corporate structure is necessary; if consultation is not desired, no corporate arrangement will ensure it. On the other hand, if the new CEO wants to get moving with his or her agenda, a board seat occupied by the retired CEO may be seen as an impediment to getting on with the job, particularly if new management feels that radical measures are called for.

In short, there are myriad reasons for the retiring CEO to leave the board, and few if any arguments for the other course. The board itself can set retirement dates and also change them, so if the continued service of the old CEO were still required it could be arranged, but in general it is best to stick to some known pattern.

The human desire to stay on with a company that has been home for many years is strong and understandable, but the world is so full of so many other interesting things to do that the desire to stay should be resisted for one's own sake and for that of the company.

Walter B. Wriston is the retired Chairman and CEO of Citicorp. He chose not to stay on as a director when he retired in 1984.