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Rethinking the CEO-Chairman Split



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Traditionally, in American businesses, the same person occupies the role of chairman of the board and chief executive officer, though this is gradually shifting to the European model. In most European, British, and Canadian businesses, the roles are usually split, in an effort to ensure better governance of the company, and in turn bring higher returns to investors.

Combining the roles does have its advantages, such giving the CEO multiple perspectives on the company as a result of their multiple roles, and empowering them to act with determination. However, this allows for little transparency into the CEO’s acts, and as such their actions can go unmonitored, it paves the way for scandal and corruption.

According to Ira Millstein, an expert in corporate governance, an effectively independent board is a shareholder’s best protection. Separating the roles allows the chair to check up on the CEO, and in turn the company’s overall performance, on behalf of the stockholders.

Separating the roles also allows the CEO and chairman to focus on different, equally vital aspects of the company’s performance.

“We think it is an appropriate segregation of duties. As a business grows, the CEO can focus on the business and the chairman can help with the ever-growing regulatory requirements,” noted Lino P. Matteo, CEO for the Montreal-based management accounting firm Mount Real.

Ultimately, when the chair does not also occupy the role of CEO, they are able to govern the board in a more impartial manner, meaning that investor returns could potentially be higher.

However, a new survey by three consultants for the international management consulting firm Booz Allen Hamilton found that the companies that divided the roles actually had smaller shareholder returns, leading some to rethink the CEO-chairman split.

A survey by Christian & Timbers showed that 97% of European executives believe that the roles should be split. However, stockholder returns were nearly 5% lower in European companies that implemented the split, when compared with companies that had the same CEO and chairman.

In America, where only about 20% of the major public companies split the roles despite that 86% of executives polled by Christian & Timbers believed that the roles should be split, returns were 4% lower in companies with a separate chairman and CEO.

One of the reasons they gave for the higher returns in the companies with the same CEO and chairman was the once the board commits to arranging itself that way, they focus less on constant watchdog evaluation of that individual than making him or her successful.

They also pointed out that CEO-chairman might be able to withstand pressure better, especially when short-term changes don’t pay off, than non-CEO chairman.

Thirdly, they attribute the surprising results to lack of authority on the CEO’s behalf. “Clearly, a CEO who is not a chairman is the board’s hired hand; a chief who is also chairman has far more influence over other directors,” they noted.

According to an article in the business journal McKinsey Quarterly, Americans tends to view the role of chairman with less respect than that of CEO, especially in companies where the roles are split.

Therefore, they should consider remarketing the job of chairman as a more respected career path, as it is in British companies, where 95% of companies have separate people occupying the roles of CEO and chairman. The remarketing could then function as a way of restoring trust and confidence in the increasingly corrupted corporate American landscape.

Regardless of whether the CEO is the chairman of the board or not, there is no way the company can be successful unless the directors dedicate themselves to helping the CEO and other upper-management sustain a superior level of performance.

Enhancing Your TechDays 2010 Experience with Partners Offers & Giveaways

I have to admit that since we announced the abstracts for all the sessions at TechDays 2010, the main topic of emails I have been receiving has changed.  In fact, the number one question I get asked these days is “What else will I get by attending TechDays 2010?”.  Fair question.

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One of the things that is really exciting about TechDays 2010 is the number of partners who have come forward to help with the development of content, providing speakers to present in many of the cities, as well as coming up with offers that help to enhance your experience at TechDays 2010.  Aside from our Sustaining Sponsor, Dell Canada, we have organizations like Telerik, Imaginet, Habanero, OnX, Macadamian, Thoughtcorp, Avepoint, Non-Linear Creations, Panorama Software, and many others who are all taking part to make your TechDays 2010 experience the best it can be.

Many of our Partners are providing special offers to TechDays 2010 attendees.  A number of these will be announced at the event itself, while others I can talk about now.  Here are just some of what will be available to every TechDays 2010 attendee:

  • A free copy of Telerik’s RAD Controls for Silverlight, a $799USD value. RadControls are built on Microsoft Silverlight and include 40+ UI controls for building rich line-of-business Silverlight applications. Sharing the same codebase with Telerik WPF controls, the Silverlight controls offer a clean and intuitive API, Expression Blend support, Visual Studio 2010 and SharePoint 2010 support,  and powerful theming capabilities that will radically improve your RIA development.
  • TechDays 2010 provides you with two days of technical learning.  To continue your learning after the event, PluralSight is offering each TechDays 2010 attendee with online training with free access to their entire on-demand course catalog for two weeks.  You can choose from courses on .NET development, Visual Studio, SharePoint, and more. 
  • One of the best ways to learn is often being able to try it yourself.  Having the infrastructure to install all of the software is not something all of us have access.  We have partnered with HynesITe to provide each TechDays 2010 attendee with access to 50 virtual labs with which you can try out the technologies you have learned about at TechDays 2010 at your leisure without investing in hardware or software to make it happen.  You can test out how to configure Exchange 2010, or go through the steps to create an image of Windows 7 and Office 2010 for your environment using a variety of tools, and much more.

Many of you asked about the TechNet Plus subscription you received for attending TechDays 2009, and if that will be continued at TechDays 2010.  As I blogged earlier in the TechDays 2010 FAQ, that subscription offer is no longer available and we will not be providing each TechDays 2010 attendee with a complimentary TechNet Plus subscription.  However, we have managed to secure 500 TechNet Plus subscriptions that we will be giving away as we travel across the country.  With 5,000 expected attendees Canada-wide, you have a 1 in 10 chance of walking away with a free subscription.

That’s not all.  We recognize that TechNet is a valuable resource in the IT Professional’s arsenal.  TechDays 2010 attendees will also be eligible for a special offer to acquire their own TechNet Plus subscription (assuming you don’t win one of the 500 we are giving away), at a reduced price.  Details on the offer will be available starting at TechDays 2010 in Vancouver on Sept 14 & 15.

There will also be other giveaways and prizes as well, including the chance to win one of 8 Dell Vostro V13 notebook computers (they’re sweet!!) valued at $1,018 by simply completing and handing in your evaluation form including your name and contact info. 

As Rick blogged a little while ago, we have extended the Early Bird price of $349.99+taxes (a 50% saving of the regular conference price of $699.99+tax) for those wanting to attend TechDays 2010 in Vancouver for another couple of weeks until August 20.  We recognize that summer is a time for vacations and to be with your family and loved ones, and not everyone may have had a chance to sign up as of yet.  I encourage you to register today to take advantage of these and other upcoming offers that will enhance your TechDays 2010 experience. 

Looking forward to seeing you at TechDays 2010!

Damir

 



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