Interim General Motors (NYSE: GM) Chairman Kent Kresa has hired Spencer Stuart, a New York firm, to help him locate candidates to replace at least half of the beleaguered automaker's twelve directors.

The Wall Street Journal reports (subscription required) that Mr. Kresa has originally planned to conduct the search himself, but was persuaded the a search firm could perform the job more quickly. Replacing the board of directors is important politically as GM looks to present enough of a fig leaf of change to prevent President Obama from pulling the plug and plunging the company into bankruptcy.

A piece in today's Wall Street Journal (subscription required) discusses "an emerging breed of directors who reach out to shareholders", listening to concerns, explaining governance policy, and basically just acting attentively in communications with shareholders.

But not everyone's so sure it's a good thing. There are concerns about Reg FD and selective disclosure -- directors can't say anything that material and non-public -- but directors should have enough familiarity with securities laws to know better. If they don't , they're probably ill-qualified for the Sarbanes-Oxley world.

I like the idea of directors holding meetings with investors, or even just talking on the phone. First of all, it's nice to see directors actually doing something to earn their keep. I'd support the idea of non-executive chairmen being required to stuff envelopes for a few hours a week because being a director is one of the easiest, least stressful, least time-consuming jobs there is.

Concerns about selective disclosure and undermining management aside, here's the thing: directors can always listen to shareholder concerns, and refusing to hear from the people you work for is just plain arrogant. They might not be able to say much, but they can always listen and, perhaps, learn about the issues that matter to their bosses: the shareholders.

A piece (subscription required) in The Wall Street Journal looks at the increasingly common practice of companies selecting new CEOs from the ranks of their current directors.

Proponents of the practice believe that a current director will already have some familiarity with the company and its people and that that makes for a smoother transition. But the Journal adds that "Some investors disagree. They contend that a chief chosen from the board signals cronyism and weak succession planning. A director's comfort with a colleague obscures `a clear view of the individual's suitability to be a successful CEO,' says Richard Breeden, an activist investor and former chairman of the Securities and Exchange Commission."

Another concern that I have that wasn't touched on in the article is that in many cases, a member of the board is brought in to replace a CEO who has been pushed aside because of poor performance.

Just after the close of the market Wednesday, Overstock.com (NASDAQ: OSTK) issued a press release announcing the departure of a top executive. Effective December 31, Jason Lindsey resigned as president and chief operating officer and left the board of directors. Lindsey was the third Overstock board member to resign in 2007.

This hurts, and observers can only wonder if this is a sign of the Overstock.com ship finally sinking under the direction of CEO Patrick Byrne. Byrne is known far and wide for his publicity stunts and various antics in the name of his pet projects, all the while his company is unable to turn a profit.

What's even more telling about this departure is that Lindsey helped found the company. Byrne is quoted, "When I screwed it up a couple years ago, he came out of retirement, and has played a decisive role getting it back on track." At least Byrne is finally willing to admit that he screwed up the company!

In spite of its lackluster performance of late, Motorola (NYSE: MOT) has decided it doesn't want King Icahn [subscription required]. CEO Ed Zander wrote letters to shareholders and employees saying Icahn is "not the right person to serve as a Motorola director." More puzzlingly, Zander wrote that Icahn's responsibility to his hedge fund investors "may conflict with his ability to represent all stockholders."

Now hold on. Icahn's responsibility to his hedge fund investors is to generate high returns. The board's responsibility to shareholders is to generate high returns. So what's the conflict? Given Icahn's ownership of 3% of MOT stock -- an investment worth over a billion dollars -- it's hard to imagine someone whose interests are better-aligned with those of outside shareholders.

Mr. Zander, it's beyond me why you wouldn't welcome one of the foremost business and governance experts of our time on the company's board. This looks like it has more to do with Zander's desire to keep control over the company than any altruistic desire to "represent all stockholders."