The Ethos Proxinvest seminar once again highlighted the need to convince directors and senior executives of the importance of a separation of powers at the head of major groups.
Participants were unanimous in the view that it is important in major listed companies for there to be one person in charge of chairing the Board and overseeing the execution of strategy (acting as guarantor), and another serving as Chief Executive Officer (acting as executive manager), a separation which exists in the case of a Supervisory Board but is not mandatory for a Board of Directors.
It seems of still more fundamental importance, however, to establish corporate governance that:
- enables the CEO to rely on the advice of the Chairman in difficult situations (most Chairmen tell us that this is a substantial part of their job);
- provides for a Board that has greater freedom of expression (in the opinion of all directors with experience of both types of organisation);
- ensures a seamless transition in the event of death, resignation or even enforced separation (as a number of recent examples have once again illustrated).
The publication of extracts from the book written by the former Director of Communication at Société Générale clearly illustrates the extreme isolation that surrounds the Chairman/CEO in times of crisis… and, sadly, other crises of this kind may well arise.
A number of Chairmen/CEOs raised objections this year on the grounds of title, with that of CEO being perceived as of “lower status” despite holding all the powers.
Perhaps in France we could – as the Swiss have done - adopt the title of Board Chairman (rather than non-executive Chairman) and Executive Chairman (a title once employed by Carlos Ghosn). This would have the merit of clearly stipulating the functions of each while retaining the term “Chairman” in both titles.
As investors, do we not have a duty to ensure the best possible governance in the companies making up our portfolio?
This, in any event, will be the guiding principle of our campaign this year, since we are convinced that this type of governance is an urgent necessity in today’s business world, to give our leading companies every possible advantage in remaining undisputed leaders.
A number of Chairmen/CEOs raised objections this year on the grounds of title, with that of CEO being perceived as of “lower status” despite holding all the powers.
Perhaps in France we could – as the Swiss have done - adopt the title of Board Chairman (rather than non-executive Chairman) and Executive Chairman (a title once employed by Carlos Ghosn). This would have the merit of clearly stipulating the functions of each while retaining the term “Chairman” in both titles.
As investors, do we not have a duty to ensure the best possible governance in the companies making up our portfolio?
This, in any event, will be the guiding principle of our campaign this year, since we are convinced that this type of governance is an urgent necessity in today’s business world, to give our leading companies every possible advantage in remaining undisputed leaders.
