Several companies, such as L’Oréal, have announced that they plan to consolidate powers once again this year following the retirement of their Chairman (often the former Chairman-CEO). In spite of the legislator having just introduced the principle of the separation of powers into French substantive law, the majority of CAC 40 companies have opted for the function of Chairman-CEO for several years.
The Chairman-CEOs with whom we have regularly and openly discussed the matter, stress the need for a single leader of a company, the risk of friction if there are two leaders, the greater responsibility towards shareholders, the specific French cultural aspect, the need to smooth the transition by separating functions over an interim period, settling the new CEO into his/her role; some even venture forth the need to have the title of Chairman in order to be the sole representative at this level of the company!
Some companies for their part have introduced the notion of Lead Independent Director following pressure from international shareholders. This director may convene a Board meeting and stand as chair in the absence of the Chairman-CEO. Even if this enables directors to meet without the Chairman-CEO being present, French law does not currently recognise this function, whereas the Non-Executive Chairman has real responsibility under French law to organise and preside over the work of the Board.
Conversely, many directors maintain in private that a Board meeting with a Chairman-CEO does not operate in the same way as a Board meeting with a separate Chairman and CEO, chiefly due to the fact that there is not as much freedom on the floor and in the case of authoritarian Chairman-CEOs, very few directors will dare to oppose them!
Who could imagine that a Chairman-CEO would be capable of both executing the strategy defined by the Board and monitoring its implementation? Are the examples of Vivendi and Alcatel, to name but two, not proof enough?
Who could imagine that a Chairman-CEO would be capable of both running his/her company and spending the necessary time with the Board and shareholders to lead this community of investors who are co-owners of the company and may be able to support the company should times get tougher?
The role of a Non-Executive Chairman is to lead the Board of Directors, to monitor implementation of the strategy and to be answerable to shareholders for its implementation, and not only once a year at the AGM. Unfortunately, based on the view of many directors and some Chairmen, this final aspect (leading shareholders) is often performed by the CEO or by teams in charge of shareholder relations.
Our companies need shareholders and, unfortunately, recent regulatory changes have caused our institutional investors to restrict their willingness to invest in shares. Companies need to recreate direct contact with their shareholders and the role of Non-Executive Chairman is pivotal to this, if not imperative !
Le blog dédié aux échanges sur les questions fondamentales pour l'amélioration des enjeux ESG. L'engagement actionnarial est au centre de la stratégie d'investissement de PhiTrust.
