Let's see some CEO grit.

• Author: Budd, John F., Jr.

Rare is the CEO who publicly objects to having political correctness imposed on his governance.

The frustration voiced earlier this year by pension fund managers with Walt Disney Co. Michael Eisner's refusal to obediently behave according to their rules showed a side of chief executives not often seen. Grit!

Eisner says his intuitive way of governance suits him - and the company - just fine. Besides, he doesn't think his academic and pension fund critics know how companies are run, especially in the entertainment business. Insofar as building shareholder value, Eisner has consistently done that. Market capitalization has soared from $2 billion to $53 billion. Eisner maintains that his eclectic board (including a teacher, an architect, an actor, and a university president) is more help to him than an "old boy network of CEOs trading war stories." He faced down 24 pension funds at his annual meeting who wanted him to change his ways, his board, and his compensation.

All of which raises unspoken questions. Who runs a company? The CEO and top management, or academic theorists and pension fund numbers-crunchers? What ideally should be done under prototypal circumstances defies hard-and-fast definition. But those who would tutor CEOs accept little compromise. In Eisner's case, they can't fault performance, so his style must nettle them.

A bit self-righteous? Given good performance and absent ethical problems or serious employee issues, must CEOs be second-guessed on governance if they fail to meet model standards? Why must a CEO put strangers on his board to appease those who see conflicts of interest everywhere? One of my colleagues, William F. May, ex-chairman of American Can Co. and former dean of NYU's graduate school of business, thinks that's "ridiculous." He says most CEOs pick people they can work with and who bring talent and experience they respect. It is insulting to many fine individuals to blindly challenge their integrity and ability to act responsibly simply because they know the chief executive.

But rare is the CEO who publicly resists being forced to conform to pre-determined criteria for his board.

A study of 2,000 executives (Harberg Consulting) surprisingly revealed that 70% felt they were introverted.

Little wonder it made front pages when Cypress Semiconductor Corp. CEO T. J. Rodgers took a nun to task for charging he was negligent for not putting women and minorities on his board. He urged her to get down off her moral high...