Corporate Governance

Separating Chairman and CEO: The Shareholders of BofA Have Spoken

By J. Robert Brown

Kenneth Lewis was reelected to the board of Bank of America, apparently with around 67% of the votes cast.  The same shareholders, however, also voted to separate the positions of chairman and CEO, as we suggested.  It was a singular event.  As the Journal noted, "[t]he vote marked the first time that a company in Standard & Poor's 500-stock index has been forced by shareholders to strip a CEO of chairman duties, according to RiskMetrics Group." 

The step provides support for legislation expected to be introduced by Senator Schumer that would separate the two positions. 

One of the primary functions of the board is to act as a check on the CEO.  Allowing the two positions to be combined reduces this likelihood.  Separation ought to be the norm rather than the exception.

Full post as published by The Race to the Bottom on April 30, 2009 (boomark / email).