Chairmen's Forum Resources

See Appendix A in the Chairing the Board policy briefing for a comprehensive list of resources

News Links:

• Gary Wilson, How to Rein in the Imperial CEO, The Wall Street Journal (July 9, 2008)
• Joann S. Lublin, When Chairman And CEO Roles Get a Divorce, The Wall Street Journal (January 14, 2008)

Studies:

• Spencer Stuart Board Index, November 2008
• The Corporate Library: 2009 Proxy Season Foresights #5: Companies With Combined CEO and Chair of the Board Positions. Available for purchase at: The Corporate Library
• Board Practices: Trends in Board Structure at S&P 1500 Companies, RiskMetrics Group Issues Report (December 17, 2008). Available for purchase at: RiskMetrics Group
• Grinstein, Yaniv and Valles Arellano, Yearim, Separating the CEO from the Chairman Position: Determinants and Changes after the New Corporate Governance Regulation(March 2008). Available at SSRN: http://ssrn.com/abstract=1108368

Company Practices:
Click on the following to view examples of how certain North American companies address the separation of the CEO and Chairman of the Board in practice and disclosure.

• Bank of Montreal: Statement of Corporate Governance Practices
• Novell, Inc. Statement on Corporate Governance
• Comverse Technology, Inc. Corporate Governance Guidelines and Principles

Sample Shareholder Proposals:
Click on the following to view actual shareholder proposals calling for the appointment of an independent chairman.

• Texas Instruments: 2009 Shareholder Resolution
• ExxonMobil: 2009 Shareholder Resolution

Guidance from Around the Globe:

• TSX Guide to Good Disclosure: Issued by the Toronto Stock Exchange, this guide provides best practices for companies providing disclosure on corporate governance practices. See principle 1f for information on the independent chair.

• Financial Reporting Council: The Combined Code on Corporate Governance: UK listing rules require companies listed on the LSE to disclose their adherence to the Code’s main principles, including principle A.2 which discusses the separate roles of the chairman and CEO.

Recommended Reading:

• Campbell, Andrew and Sinclair, Stuart, The crisis: Mobilizing boards for change. The McKinsey Quarterly, 2009
• Wong, Simon C.Y. and Felton, Robert F. How to Separate the Roles of Chairman and CEO. The McKinsey Quarterly, No. 4, 2004
• David W. Anderson, “First Among Equals: The Underappreciated Significance of the Board Chair,” ICD Director, 136, 22-23 (February 2008)
• David W. Anderson, The Chair and CEO: Two Leaders, One Vision? ICD Director, 126, 28-30 (June, 2006)
• David W. Anderson, Board Chair Succession: Choosy Boards Select Better Chairs, ICD Director, 137, pp. 22-24 (April 2008)
• Excellence in the Boardroom, 2002, John Wiley and Sons, Chapters 3 and 7
• Tougher Boards for Tougher Times, 2006, John Wiley and Sons, Chapters 9, 10, 11
• Lucier, Chuck, Kocourek, Paul and Habbel, Rolf, Booz Allen: CEO Succession 2005: The Crest of the WaveAvailable at: Booz Allen CEO Succession 2005