The board is headed by a chair, who has influence over the direction of the board. In many companies, the chief executive officer (CEO), who holds the top management position in the company, also serves as chair of the board. This is often the case with companies that have grown rapidly and still retain the initial founder in those roles.
The issue of whether holding both roles reduces the effectiveness of the board is a hot topic and often rears its head at shareholder meetings. There are good reasons to separate the two positions in order to strengthen the overall integrity of the company.
- All public companies have a board of directors headed by a chair, who influences the board; they also have a chief executive officer, who is the top manager in the company.
- In some companies, the chair also serves as the chief executive officer; while this can streamline some operations, there are also arguments against one person holding this dual role.
- Executive pay is decided by a corporate board, meaning a CEO who is also chair votes on their own compensation—a clear conflict of interest.
- Boards monitor corporate governance, or how the CEO runs the company relative to its mandate and shareholder wishes—making it difficult for a chair/CEO to monitor herself.
- Boards must have a management-free audit committee report to them on corporate oversight, creating a conflict of interest if the company's top manager, the CEO, is also the chair of the board.
An increase in executive pay generally gets the attention of company shareholders. Increases come at the expense of shareholder profits, although most understand that competitive pay helps to keep talent in the business. However, it is the board of directors that votes to increase executive pay.
When the CEO is also the chair, a conflict of interest arises, as the CEO is voting on his or her own compensation. Although a board is required by legislation to have some members who are independent of management, the chair can influence the activities of the board, which allows for abuse of the chair position.
One of the board's main roles is to monitor the operations of the company and to ensure that it is being run in conjunction with the mandate of the company and the will of the shareholders. As the CEO is the management position responsible for driving those operations, having a combined role results in monitoring oneself, which opens the door for abuse of the position. A board led by an independent chair is more likely to identify and monitor areas of the company that are drifting from its mandate and to put into place corrective measures to get it back on track.
The relationship between a company's management and board of directors remains a crucial topic after a string of company failures; any future failures linked to this lack of segregation of duties will heighten the conversation and may lead to even stricter legislation.
Audit Committee Independence
In 2002, the Sarbanes-Oxley Act legislated as a response to several high-profile corporate failures, set out stronger regulations for corporate oversight, including a requirement that the audit committee consists of only external board members. This means that no member of management can sit on the audit committee. However, because the committee is a sub-group of the board of directors and reports to the chair, having the CEO in the chair role limits the effectiveness of the committee.
This is especially true for the whistleblower clause. Sarbanes-Oxley requires that the audit committee have a procedure where employees and other connected individuals can report fraud and other abuse directly to the committee without reprisal. When the board is led by management, employees may be less likely to report such activities and the audit committee may be less likely to act on such reports.