Because boards of directors are empowered to hire and fire company CEOs at their own discretion, it is critical that the roles of Board Chair and CEO remain independent of one another to avoid conflicts of interest. This is a fundamental tenet of good corporate governance: separate chair and CEO roles de-consolidates power and strengthens board oversight of key management, reduces exposure and risk and improves the performance of both the board and management.
Featured ICCR Initiative
A Multi-Industry Push for Separation of Chair and CEO Positions. This year, ICCR launched a multi-sector push at companies in finance, pharma, and oil & gas. Our shareholder resolutions requesting separation of the two positions received near-majority votes of 47.01% at Express Scripts, 42.79% at Johnson & Johnson, and 42% at Emerson, as well as 39% at Chevron, 34.50% at Abbvie, and 25.81% at Pfizer. The Needmor Fund pressed Wells Fargo to separate its CEO and Chair positions following a series of high-profile banking scandals, and the bank complied by amending its bylaws.