A case study from Citi Or, to go even further, are the stalwarts of Citi a symbol of board resurgence? That's the question asked by Benjamin W. Heineman, Jr on Harvard Law's blog on Monday. Is this simply a long campaign by Michael O'Neill to push Vikram Pandit out, or does this incident underscore a more basic truth: Independent boards of directors are still the best mechanism - or the least worst one - for holding business leaders accountable, even if many boards have failed in their attempts to do this, often in spectacular fashion. Heineman's argument is that the tactics, which so many have said in this instance were pretty poisonous, don't matter all that much and that there is a more important question to be asked (second paragraph emphasis his, third paragraph ours): Are boards of directors now more than in the past focusing on their fundamental task - critically evaluating the leadership and the management of the CEO? Are they now much less hesitant to force changes at the top of the corporation due to performance on fundamentals, not just scandal or stock price variation? For the millions of words spilled on governance and the hundreds of public policy and governance proposals debated, far more important than all the formalistic prescriptions is the human dimension: corporations must have a strong, experienced board and a strong, capable, high-integrity CEO - to make the right stuff, to do the right thing. Yes, there needs to be other forms of accountability; yes, there needs to be additional checks and balances. But, without a good board and a good CEO, those restraints can only prevent negatives. They cannot create the exciting positives of a high-performance with high-integrity enterprise. And that is why I found the Citigroup decision so intriguing as a possible symbol. The board made what it felt was a decision on the merits about who should lead the company. Vikram Pandit had items in the plus column: e.g. he had prevented the company from going bankrupt; created a bad bank for the bad assets; cut employees by about 25 percent; helped Citi emerge, to an extent, from the shadow of federal support. He also had items in the minus column: lack of operational drive; over valuing Smith Barney in its sale to Morgan Stanley; having his stock buy-back plan rejected by the Feds; suffering the greatest decline in stock price (89 percent) of any major financial institution still standing. It is fair to say that the focus after Pandit's departure may have lain too heavily on O'Neill's campaign and the speed and timing of the move rather than the very good reasons for the Pandit-putsch itself. But this may still be putting too rosy a spin on an ugly incident. Lines like these from the NYT paint the affair as more than a little bit personal and driven less by the board itself than by O'Neill at its helm: A stunned Mr. Pandit chose to resign immediately. Even though Mr. Pandit and the board have publicly characterized his exit as his decision, interviews with people close to the board describe how the chairman maneuvered behind the scenes for months ahead of that day to force Mr. Pandit out and replace him with Michael L. Corbat, the board's chosen successor. Once he became chairman this year, Mr. O'Neill, 66, meticulously built a case for the chief executive's ouster, they say, first meeting privately with less-satisfied board members and then drawing in others until Mr. Pandit had virtually no allies left. Essentially this whole argument still rests primarily on the question: how much of this was actually one man's push? Related links: The Pandit years - FT Alphaville Citi chairman is said to have planned chief's exit over months - NYT Pandit hands back Citi's poisoned chalice - FT Hidden costs of the Citi succession - Bloomberg Pandit putsch is setback for U.S. board governance - Reuters