What Won’t Happen Today at Citi's Annual Meeting

1. The board won't get fired.
2. CEO Vikram Pandit won't get fired.
3. Citi won't announce a workable turnaround plan.

That's 0 for 3, Cody Ransom numbers.

Let's look at the board's track record. Enron, booted out of Japan, all you can eat sub-prime, Chuck Prince, Vikram Pandit. In baseball, it takes three strikes to be out; for the Citi board it looks like five strikes (and counting) won't be enough. The irony in all this is that on paper board members have great experience - Armstrong at AT&T, Belda at Alcoa, Mulcahy at Xerox, the list goes on. But, and this is the big but of corporate governance, just slapping down your resume on the boardroom table does not make an effective director. Actions speak much louder than resumes, and it's hard to imagine the Citi board did what great boards do - ask the tough question, probe top management, spend the time to really understand the company's business, and not defer to the "superstars" on the board (read: Robert Rubin). I really hope the new directors about to be officially seated get the principle that spectacular resumes (former CEO of US Bancorp, etc.) are not enough.

As for Vikram Pandit, the jury is in. It was not his fault that Citi made as many gigantic blunders as they did (he only started as CEO in December 2007), but he has got to bear responsibility for Citi's inability to come up with a viable turnaround strategy. More to the point, I find it hard to believe that he is the most qualified person to be CEO of Citi. Remember how he got the job? His hedge fund was acquired by Citi, and with all due respect to my friends in the hedge fund business, that is not the best training ground for the job of CEO in a complex, struggling company. That the hedge fund imploded not long after Citi bought it only adds to the ignominy.

Which brings us to the problem of creating a new strategy to fix the bank. Q1 earnings were driven by accounting changes, rumors of big paydays driven by AIG's winding down of credit-default protection, and the simple beauty of borrowing at 0% and lending (or investing) at 4%-12%. That is not sustainable, especially in light of the quickly melting commercial real estate market. Navigating around these curve balls is not easy for any management team and board; for Citi's, I fear it's just about impossible.

Hey, isn't Treasury all about good corporate governance? What's good enough for GM's board is surely good enough for Citi's.

Meet GM's New Board of Directors – The Government

With the news that President Obama’s task force is sending (very) tough love out to GM and Chrysler, taking down GM CEO Rick Wagoner and the board of directors in the process, the parallels (or lack thereof) with GM’s own board of directors is stunning. Look what the task force has said about GM’s turnaround plan:

(1) Projections of slowing market share declines are way too optimistic given past history and plans to shutter more brands;

(2) Expectations on the profitability of GM cars is overstated given market conditions, quality image problems, and plans to make smaller and hybrid vehicles (which generate lower profits);

(3) GM’s European business has been losing money for a decade, yet the company wants to invest more capital there;

(4) The company is far behind in manufacturing fuel-efficient cars, and their hail-Mary (my words, not the task force) known as the Chevy Volt is a sure loser given its uncompetitive cost structure;

(5) Despite all this, to meet its legacy obligations GM will need to sell almost one million more vehicles.

The upshot of all this is that GM is almost certainly not going to return to profitability following the content, and pace, of their current turnaround efforts. And so the $64 billion question is this: Why did GM’s board of directors not deliver these harsh, but probably realistic, assessments to the management team? Why did the board allow GM to make a series of disastrous decisions for years? Why did the board stand by while one of the greatest names in American business fell apart?

The answer is that GM’s board did not take it upon themselves to set the highest of standards, did not carefully question and challenge the management team’s turnaround strategy and progress toward their goals, and did not behave in the highly vigilant manner required to fulfill their fiduciary responsibility to shareholders. Elsewhere I have suggested specific actions vigilant boards must take, and I have written about the types of biases that can push smart leaders to make bad decisions, and all are in evidence here.

This is a scandal of the highest order, but alas, it is a story repeated at Bank of America, Citigroup, AIG, and many other companies. So, while free market economists wring their hands in disgust at the extraordinary interventions of the Obama Administration, I for one say, it’s about time somebody paid attention. It’s about time there was effective vigilance and oversight of GM. And I hope other boards pay attention – what is our state of corporate governance such that the government does a better job of providing advice and oversight to managers than a so-called independent board of directors?