* Independent chair would help corp governance
* Chairman role seen adding too much to Cook's workload
By Poornima Gupta and Sinead Carew
SAN FRANCISCO/NEW YORK, Oct 6 The death of
Apple Inc's strong-willed co-founder and Chairman
Steve Jobs has put the secretive company's small board at
Business as usual, or time for a change? The first signs of
the future will be whether they choose an independent chairman
and expand the number of directors.
Apple directors include heavy hitters, but they were seen
offering advice to the chief executive rather than overseeing
Jobs, who was known for persuading people to see things his
"The old message was "trust Steve," the new message has to
be 'trust the team.' ... It's no longer the cult of
personality." said Jim Post, a professor of corporate
governance at Boston University School of Management who called
for an independent chairman.
"The board needs to be expanded. They need to bring on
additional independent talent ..., people who were not living
in Steve's shadow," he said.
Apple's time frame for finding a new chairman -- and even
whether it is seeking one -- is unclear. A spokesman declined
to comment. Previously, Apple had no chairman but only co-lead
Apple's board has long been criticized for its lack of
disclosure, particularly about leadership succession as Jobs'
battled illnesses whose details were not made public.
Jobs had also been reported to keep the board in the dark
Even in his efforts to praise Jobs, Google Chairman Eric
Schmidt and former Apple board member showed how complicated
working with Jobs could be in an interview on CNBC Thursday.
"I remember meeting with him with a bunch of people on some
technical matters, on which I was an expert," Schmidt said.
"He convinced me that I was completely wrong. We spent a
whole hour trying to figure out why," said Schmidt. "He sees us
and runs back out to continue to argue to make sure we see how
right he is. That's the passion he had about being right and
SOMEONE TO 'STIR THE POT'
Apple Chief Executive Tim Cook, who is a likely candidate
for chairman, arguably has enough to do for now.
"(Cook's) got too much on his plate now" to be chairman as
well, said Jefferies & Co analyst Peter Misek.
Apple's board, with just seven current members, is one of
the smallest and most opaque in the industry. Most of Apple's
peers have boards that have 10 directors.
"Much like Disney, Apple's founder was the brand. He was
their Mickey Mouse, he was their Betty Crocker," said corporate
governance expert Nell Minow of GovernanceMetrics
International. "They have to replace him in five different
A bigger board would mean more experience and diversity.
A new, independent chairman also could help the company
retain investor support, examine decisions and help Apple keep
its edge in the hyper-competitive electronics business.
"Having a lead on the board is important and that person
should be different to the lead of the company (the CEO),"
analyst Colin Gillis of BGC Partners said. "It creates tension
but it's a healthy tension."
"They need somebody who's going to stir the pot," said
Jeffrey Sonnenfeld, Professor at the Yale School of