Forty percent of S&P 500 companies separated the chairman and CEO roles in 2010, according to a report by the Millstein Center for Corporate Governance and Performance at the Yale School of Management.
That percentage is an all-time high for S&P 500 companies and almost double the 23% in 2000, the report said, citing data from executive search consulting firm Spencer Stuart.
“Of the 40%, 19% may be classified as independent chairs, up from 9% five years ago,” the report said.
The report, “Chairmanship: The Effective Chair-CEO Relationship: Insight from the Boardroom,” examines the role of the board chair in the context of his or her relationship with the company CEO.
It found that chairmen and CEOs agree that “the CEO runs the company, the chair runs the board,” wrote Elise Walton, author of the report and a consultant and researcher specializing in corporate governance, strategic organization design and executive leadership. “But beyond the ‘manage the board/manage the company’ boundaries, differences emerge.”
“The matters for board consideration are the basics of strategy, performance, and succession, but usually extend to mergers and acquisitions, material financial decisions (capital expenditures, stock buybacks, financing deals) as well as approval and monitoring of the annual budget and plan,” Ms. Walton wrote in the report.
The report is based on interviews with 35 chairs, CEOs and stakeholders.