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Apple's board needs to step up to new era

Apple CEO Tim Cook speaks about the iPhone 4S at Apple headquarters in Cupertino, California
Apple CEO Tim Cook speaks about the iPhone 4S at Apple headquarters in Cupertino, California

By Poornima Gupta and Sinead Carew

SAN FRANCISCO/NEW YORK (Reuters) - The death of Apple Inc's strong-willed co-founder and Chairman Steve Jobs has put the secretive company's small board at crossroads.

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 way.

"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 directors.

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 at times.

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 being excellent."

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 ways."

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 Management.

(Reporting by Sinead Carew and Poornima Gupta and Liana Baker; Editing by Richard Chang.)

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