Shearman & Sterling Board Leadership | 39
12
8
Top 100 Companies have
a policy stating that
these offices SHOULD
be separated.
Top 100 Companies have
a policy stating that
these offices SHOULD
NOT be separated.
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BOARD LEADERSHIP
SEPARATION OF THE OFFICES OF THE CEO AND CHAIR
Separating the offices of the Chief Executive Officer and the chair of the board
has been debated for years and is still among the top corporate governance
issues facing companies today. Seventy-six Top 100 Companies give the board
flexibility to separate or combine the offices of the CEO and chair of the board,
depending on which leadership structure is in the company's best interest
at the time.
Public companies are required to disclose why the board leadership structure
they have chosen is appropriate for the company. When the same person serves
as both the CEO and board chair, companies generally explain that the approach
best serves their constituency because it provides unified leadership, clear
accountability and the benefit of deep operational and industry experience.
The rationale for splitting the two offices is that the roles have separate and
distinct duties — the CEO is responsible for operational leadership and strategic
direction of the company, while the board chair facilitates independent oversight
of management and leadership of the board.
of the Top 100 Companies
currently have different
individuals serving in the
roles of Board Chair and CEO.
of the Top 100 Companies
(20 of 32) where the positions
of CEO and board chair are
separated have independent
board chairs.
board chairs are women.
63%
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FAST FACTS
