Following the economic crisis, listed public companies globally they are under pressure from activist shareholders, institutional investors, proxy advisory firms and regulators relating to the point of separating the function of Chairman and Ceo (Chief executive officer), having a view to achieving independent leadership around the board. Good Corporate Governance encourages the separation from the role of Chairman and Ceo in 2 persons rather one individual to be the Chairman and Ceo. Companies around the world have during the past have began separating the function either under your own accord or through shareholder activism. This short article tries to study specific provision United kingdom, USA, Nigeria, Australia and India. The content also analyses the BSE 500, BSE 200, BSE 100, BSE 30, NASDAQ 100 and FTSE 100 companies around the separation from the role of Chairman and Ceo.
Ceo (Chief executive officer) And Chairman
The Ceo has got the executive responsibility for that running from the company’s business. As the Chairman has responsibility for that running from the Board, making certain the Board meets frequently which all of the company directors get access to all the details they have to make an educated contribution in the board conferences and all sorts of company directors receive an chance to talk at Board Conferences. The Chief executive officer manages the chair oversees management.
According to United kingdom Combined Code, 2014, the Chairman accounts for setting the board’s agenda and making certain that sufficient time can be obtained for discussion of agenda products, particularly proper issues. The Chairman also needs to promote a culture of openness and debate by facilitating the effective contribution of non-executive company directors particularly and making certain constructive relations between executive and non-executive company directors. The Chairman accounts for making certain the company directors receive accurate, timely and obvious information. The Chairman should ensure effective communication with shareholders.
If The Position of Chairman and Leader Officcer Be Combined or Separated?
Couple of issues in corporate governance are as contentious because the question of if the roles of Chairman and Chief executive officer ought to be separated or combined. Does separating the roles really have better governance, or perhaps is it really windowdressing for shareholders with little effect on board effectiveness?
Different experts on Corporate Governance have different opinion around the separation from the position of Chairman and Ceo. Some experts think that separating the function of Chief executive officer and Chairman have a very positive effect on the Boardroom performance. Their arguments are that “the information on the Board is dependant on the requirement for accountability. The board exists to help keep management responsible for the vast discretionary power it wields. Thus, once the Chairman from the Board can also be the Chief executive officer, it can make accountable to some body brought by management. It may imply that the Chief executive officer is make the position of evaluating their own performance.” In simple words, the Chief executive officer runs the organization and also the Chairman runs the board, certainly one of whose responsibilities it’s to watch the Chief executive officer. When the Chairman and also the Chief executive officer are the same, it’s challenging for the board to criticize the Chief executive officer in order to express independent opinions. Once the Chief executive officer can also be the Chairman, there’s too great a temptation to tilt things towards protecting CEO’s career interest. Separation from the role would result in more objective look at the Chief executive officer and make atmosphere of greater accountability. Another argument in support of the separation from the role is the fact that a Non-Executive Chairman may serve as an invaluable, seem board mentor and advocate towards the Chief executive officer.
Some experts think that separating the function Chief executive officer and Chairman have a negative effect on the Boardroom performance. Their argument is the fact that “the organization ought to be brought by one individualInch and splitting the roles might setup two power centers, which may impair making decisions. Stewardship theory which is dependant on the key of “unity of command” argues that getting obvious and unambiguous authority concentrated in a single individual is necessary to effective management. Unity of command creates obvious lines of authority that the management (and also the board) can respond better. Within an atmosphere where strong, direct, stable, and unconfused leadership is viewed as important to business success, this sort of authenticity is a vital signal to stakeholders about who’s accountable.
Some corporate governance experts think that mixing the 2 positions does not necessarily mean the Chief executive officer who’s even the Chairman will in the end manipulate his board, however it does provide him that chance.
Briefly, If Roles are combined it ensures the next positive points:
Ensures strong & central leadership
Superior understanding from the organization
If roles aren’t separated, it may lead to following effects:
Unchecked power / Power of power
Diminishes the independence of the board
Board’s role would be to hire & fire the Chief executive officer. Unified role may create conflict of great interest.