THE AVERAGE HEADLINE reader might conclude that the idea of separating the chairman and CEO roles is gaining momentum. In December, both the New York Stock Exchange and The Clorox Co. announced they were going with the new governance flow. The NYSE, as part of its sweeping reform, appointed former Goldman Sachs President John Thain-”the anti-Grasso”-as its new CEO and announced the search was on for a non-executive chairman to replace interim head John Reed. Clorox tapped Robert Matschullat to head its board, while Gerald Johnston retains the CEO title.
Are these signs that the British model is taking hold in the States? Not bloody likely, many experts say. “Most of the CEOs I’m in contact with don’t see this as a priority,” says Elizabeth Saunders, chairman of Chicago-based Ashton Partners, a consulting firm that helps such clients as Clorox, R.R. Donnelly and Kraft Foods with investor relations and corporate communications issues. Though troubled companies may be forced to add such independence to appease criticism and shareholder fury, she says, most healthy companies aren’t seriously considering it.
The real priority for most CEOs today, she says, is quality and diversity of board members. “I know several companies that have been contacted by people asking, €˜Why don’t you have any minority directors and women on your board?’ They’re hearing that a lot more.”
Add to that the task of finding a separate, executive chairman who is also going to be serving in an operating capacity-and willing to take on the liability of such a significant role-and you’ve got one tough challenge. At the moment, only 15 of the top 500 companies have split chairman-CEO roles. “We’ll see what happens in ’04,” says Saunders, “but I will be shocked to see that number much higher than it is today.”