The Wall Street Journal’s January 14th article "When Chairman and CEO Roles Get A Divorce" explores the increasing trend toward separating the Chairman and CEO titles. Unfortunately, it fails to raise a critically important question– is it advisable for former CEO’s to remain on their own boards as independent directors, much less as chairmen?
The article points out that "36% of Standard & Poor’s-500 companies have separate chairmen and CEO’s, up from 22% in 2002, according to the Corporate Library, a research group in Portland, Maine." The article does not note that the S&P 500 lags significantly behind all public corporations in this regard, as 49% of all U.S. public companies have inside chairmen vs. 51% that do not, according to the Corporate Board Member / PricewaterhouseCoopers Survey, What Directors Think 2007.
The Journal writes in the context of James Cayne’s resignation as the CEO of Bear Stearns last week, noting that Cayne remains board chairman. Reporting from London, the WSJ reporter, Joann S. Lublin, observes the following:
"As at Bear Stearns, splits in the top posts at American businesses are often the result of a leadership transition or financial trouble. In numerous cases, the chairman is a concern’s retired CEO. Yet the gradual emergence of non-CEO chairmen in the U.S. raises a sticky question: How do you perform a role that rarely existed until recently?"
While the article goes on to discuss the dynamics of groups that have been formed to provide peer support for independent board chairmen, I would like to pose a different, and perhaps more difficult, question.
Why doesn’t Jimmy Cayne make a clean break from Bear Stearns and become the chairman of another board?
Keeping former CEO’s on the board of your company is generally contra-indicated for several obvious reasons:
*First, most former CEO’s have strongly held continuing views and core beliefs as to how the company should continue to be run;
*Second, it is emotionally very difficult for former CEO’s to let go of such strongly held convictions; and
*Third, people have a natural tendency to second-guess other people.
These emotionally charged issues are only compounded when a CEO moves to the chairman’s role under a cloud of some sort, as Ms. Lublin observes above.
I wrote an extensive article on this topic in the Spring 1999 issue of Directors & Boards magazine, "The Problem of Emotion in the Board Room", in the context of the challenges faced by public and private companies. A strong case can be made that former CEO’s should normally not remain on the board of their former company, as chairman or otherwise. They can be great directors and great chairmen, but they should accept these roles at new companies where they can perform in leadership positions without the emotional baggage they carry in the transition from the incumbent CEO role.
I concluded the Directors & Boards article with the following:
"Walter Wriston, who retired as CEO and as a director of Citicorp in 1984, observed in a 1993 article in Directors & Boards that ‘In short, there are a myriad of reasons for the retiring CEO to leave the board, and few if any arguments for the other course… the human desire to stay on with a company that has been home for many years is stong and understandable, but the world is so full of so many other interesting things to do that the desire to stay should be resisted doe one’s own sake and for that of the company.’ "
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