IOA Governance Resolutions: Separate Chair and CEO

Independent Chair: 

Investors rely on the Board to represent their interests.  An independent chair, who has not previously served in management and who has no business or employment ties to the company, is critical to ensuring that difficult questions are asked of management, when necessary, and that decisions are made in the best long‐term interests of shareholders and the company.  When Chair and CEO roles are separate, Chairs retain the ability to set the agenda for board director meetings, which in our view, is one of the most important leadership and business strategy duties an Independent Chair assumes and not a duty a Lead Independent Director can deliver on when the roles are combined.  The number of S&P 500 companies with combined Chair and CEO roles is now at an all-time low of 45.6%. [1]

This board practice is of particular importance when a company is embattled in legal actions such as the current suits over opioids; a time when investors need confidence in strong, independent board leadership.  In addition, future regulatory or compliance problems may be avoided if management knows there is strong, independent board oversight of the company’s actions.  An independent chair can also assist board members in obtaining independent sources of information and evaluations of the business strategy that they might not have if the Chair is also the CEO.


[1] Mengqi Sun, More U.S. Companies Separating Chief Executive and Chairman roles, Wall Street Journal (January 22, 2019) available at

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