The abrupt departure of Citigroup CEO Vikram Pandit this week may have come as quite a surprise to those outside the bank’s boardroom. But the company’s CEO switch provides a timely reminder that while all eyes are on the directors and the chief executive during a high-profile transition, a company’s general counsel has a key role to play in succession planning.

Boards have a vital oversight responsibility for succession planning. “That is the board’s job,” says Donna Dabney, executive director of The Conference Board Governance Center. “They have to choose, select, and evaluate a CEO.”

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