Presto Change-O: GM Board’s Sudden Metamorphosis

It’s less than eight months after General Motors rose from its Chapter 11 ashes and the auto maker’s board of directors already has taken on a decidedly different look.

And all without single change among its 12 members.

Thanks to Ed Whitacre’s assumption of full-time CEO duties a month ago and this week’s move to firmly ensconce former Wall Street analyst Stephen Girsky among the ranks of management as vice chairman-corporate strategy and business development, GM’s board of directors no longer appears all that independent.

When the board was formed back in June with the U.S. government’s blessing, it had the look of a tenacious watchdog, with outsiders such as Whitacre and Girsky expected to keep a very separate GM management, led by Fritz Henderson, in line and on track.

The setup was seen solving one of the problems blamed for the auto maker’s downfall during Rick Wagoner’s reign – a too cozy relationship between the board of directors and the CEO.

Now with the board chairman and top executive once again one and the same, and two of the directors’ chairs filled by management, GM’s board is beginning to take on a familiar look that’s a tad more cheerleader and a little less gatekeeper.

That doesn’t mean management won’t make all the right moves or that GM won’t go on to prosper in a recovering U.S. auto market.

But it does bring corporate governance – or at least the public perception of corporate governance – back into question.

And for taxpayers simply hoping to break even on a multi-billion-dollar investment most didn’t want to make, it may beg the question, who’s looking out for the stockholders now?