Turning to the board for a fill-in CEO: absent a succession plan, it's certainly tempting to put a sitting director into the CEO slot on an acting basis. Don't do it without considering your options.

• Author: Quinn, Maureen F.
• Position: Chief executive officers

BOARD MEMBERS slipped into acting CEO roles last year at a number of large public companies, including 3M, NCR, Bob Evans Farms, and Newell Rubbermaid. Absent a succession plan, it's certainly tempting to put a sitting director into the CEO slot on an acting basis, particularly if it's a highly visible situation involving financial results, corporate strategy, or regulatory issues. After all, the director knows the company well, is involved in setting corporate strategy, may well sit on the audit committee, and has probably contributed to the discussion with HR on the specifications for the new executive.

Any director will tell you that a well-thought-out succession plan is always the best option for dealing with senior management change, but how many companies actually have one? Succession is inherently difficult, even at Fortune 50 companies. Hewlett-Packard, for example, clearly lacked a succession plan when CEO Carly Fiorina was forced out by the board. Even companies where the CEO is required to retire at a certain age often experience conflict, precisely because no formal succession plan is in place and the CEO wishes to stay longer.

At the risk of offending some readers of DIRECTORS & BOARDS, we don't believe that a board member taking on an interim role is always the most effective or even necessarily the most appropriate way to deal with a vacant position. Here is our reasoning:

* Boards are under increased scrutiny in their corporate governance and strategy roles. Getting involved in management exposes the board to more risk, because now instead of looking after the shareholder interest exclusively, it is also playing an operating role.

* Employees and managers quite rightly view the board as being one step removed from daily management of the company and may respond better to a corporate manager than to a board member.

* Putting a board member into position to hold a spot may also create a wait-and-see attitude among the company's management team, and may also lead them to interpret the board's action as part of a holding pattern.

* Board experience alone is not necessarily enough of a qualification. A director who has spent years as a senior member of the board, participating in a range of important committee assignments, may not be the best choice. Just knowing the company and its industry may not necessarily bring with it the right management skills and leadership ability.

* Even a director who is also a former CEO of a major...