Board Leadership

There is fundamental difference and potential conflict between the roles of chairman and CEO. The CEO runs the company, and the chairman runs the board, one of whose responsibilities is to monitor the CEO. If the chairman and the CEO are one and the same, it is hard for the board to criticize CEO or to express independent opinions. A separate chairman who is reponsible for setting the board's agenda is more likely to probe and encourage debate at board meetings. Therefore separating the two roles is essentially a check on the CEO's power.