The Battle Raging Inside GM

The Dec.�1 ouster of Frederick A. "Fritz" Henderson as General Motors' CEO was a surprise, but only in how fast it happened. Since GM emerged from bankruptcy in September, Chairman Edward Whitacre Jr. had become the de facto chief executive, and his board had reversed one of Henderson's biggest decisions. Now, as Whitacre looks for a new CEO (assuming he doesn't take the job himself), he and the directors are in the driver's seat. Whitacre and much of the board are industry outsiders. Now GM veterans are asking: Do they know what they're doing?

Dumping Henderson made tactical sense. He was a GM lifer and restructuring expert running a company that now needs a strategic visionary with expertise in reaching consumers. But firing and replacing him with Whitacre, at least on an interim basis, is risky. He will have to make big calls: how to fix the European business, burnish GM's brands, choose new vehicles, and build a management team. None of it will be easy for a former telecom guy who told employees on Dec.�2 that he doesn't even know where his office is. "Now Whitacre is on the hot seat," says James N. Hall, principal of 2953 Analytics, a Detroit-area consulting firm. "He has to listen, trust the leadership team, and filter out GM's autoimmune system." (GM declined to comment.)

Nervous Executives One of Whitacre's big challenges will be motivating a jittery staff. Right after Henderson's firing, Whitacre held a conference call with GM's top executives. Some asked if he wanted their resignations, too. Whitacre tried to assuage their concerns. "He was clear that we have good people," says an executive who was on the call. "He said: 'I can't do this without you.' "

But Whitacre's soothing words are cold comfort. He told Bloomberg News in mid-November that Henderson had the board's confidence. Two weeks later Henderson was gone. Several GM executives say the uncertainty is hurting morale. "It's almost like experience is a liability these days," one says.

Already, some top executives are getting antsy. Sources close to Vice-Chairman Robert A. Lutz say he is dismayed at Henderson's firing. The 77-year-old executive doesn't like how it was handled and has told people close to him he is not even sure what his role will be. If Lutz were to leave, GM would lose the one guy who has managed to bypass GM's sclerotic culture and build cars people will actually pay decent money for. "Is this the time to blow the whole thing up again?" wonders Joseph Phillippi, a veteran GM watcher and principal of Auto Trends, a New Jersey consulting firm.

While Whitacre looks for Henderson's replacement, GM's new hyper-independent board will be calling the shots. It's far from clear that the directors have made the right decisions so far. Particularly worrisome to GM veterans are the actions of private equity executives Steve Girsky, David Bonderman, and Daniel Akerson. All three were tough on Henderson in board meetings, say executives briefed on the discussions. They pushed Henderson to keep GM's German unit Opel rather than sell it. GM has long needed an independent board, but GM insiders fear that too much second-guessing could prevent the company from sticking to a clear strategy. (The three directors couldn't be reached for comment.)

The Opel Reversal The decision to keep Opel was divisive. The board thought it too risky to cede control of GM's European engineering works, where the company designs its small and midsize cars. Plus, GM would lose up to 1.5�million cars a year in sales. But holding on to the subsidiary is risky, too. Opel hasn't made money in a decade and is in the throes of restructuring. Finishing the job will cost GM some $3�billion and divert executive focus from the troubled North American business and expanding operations in Asia and Latin America.

As Whitacre steers GM in the interim, he may learn a few lessons. He wants GM to push market share above 20% next year from 19.7% today. But as GM phases out Hummer, Pontiac, Saab, and Saturn, the carmaker will lose more buyers. What's more, Whitacre wants GM to expand market share with lower discounts. That's a prudent goal, but people don't rush to buy damaged brands for no reason. While GM's November sales fell just 1.5%, the company outspent its rivals on incentives by at least $1,000 a car, blowing $4,300 per vehicle, says If Whitacre pulls back too much on the discounts, sales could plummet.

As for Henderson's replacement, Whitacre and the board want a non-GM person or an industry outsider such as Alan Mulally, who left Boeing (BA) and has since managed to bring Ford Motor (F) back from the brink. But potential candidates will have to consider two facts of life: an activist chairman and board and a salary that GM's government minders have capped at $1�million. "It's a sick company with a bad ownership structure and pay constraints," says Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. "I don't know who they will get." The only person willing to report to Ed Whitacre may wind up being—that's right—Ed Whitacre.

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