The question of whether to combine the roles of board chairman and CEO or to separate them generates robust debate, with visceral feelings and often-strained relationships. Many institutional investors and leading governance experts, and indeed many sitting directors, argue in favor of splitting the jobs; many CEOs holding the chairman title insist their authority and the company itself would be badly damaged should they be forced to wear only one hat.
In theory, it’s difficult to argue that both hats should sit on the same head. The board of directors is designed for and charged with responsibility for overseeing the corporation, including management, so it seems incredible that a CEO running the company should be overseen by himself or herself as board chair. And at board meetings, a joint chairman/CEO usually has the ability to determine what the agenda will look like, and the direction of discussion in the boardroom.
