A number of recent corporate scandals put a renewed focus on the dual role of CEOs serving as chairmen of the board of directors.
Carlos Ghosn of the Renault-Nissan-Mitsubishi Alliance is currently jailed in Japan on charges of under-reporting his pay. Facebook’s FB, -2.22% Mark Zuckerberg has been criticized on how he managed recent crises, and has been called on to step down from the chairman post. Tesla’s TSLA, -3.96% Elon Musk had to resign from the chairman role as part of the settlement agreement reached with the Securities and Exchange Commission in its investigation into Musk’s erratic communication through social media, which might have misled investors.
In recent years, the number of CEOs in a dual CEO-chairman role in large U.S. firms has been steadily declining. In the mid-1990s, about 65% of all firms were led by CEOs who were also chairmen. Most recent data from fiscal 2017 show that this number is down to 41%. Given the public pressure to separate CEO and chairman positions in publicly traded firms, this downward trend is expected to continue.
There are many potential benefits that come from splitting the roles of the CEO and the chairman. First, it puts checks and balances in place, and ensures that important decisions are weighted and, if needed, challenged. Second, it sends a signal to all stakeholders — employees, business partners and shareholders — that the firm has two centers of power, and therefore is likely to be more stable. Third, it shows that the firm is more likely to be equitable, which may increase its appeal in the eyes of customers, prospective employees and business partners.
While the benefits are frequently discussed, costs are rarely mentioned. In my recent work with co-authors, we show that having additional power amplifies the effect of both good and bad CEOs on firm value and performance. It means that if the firm is single-handedly run by a powerful CEO, disastrous events, such as suspected fraud in the case of Nissan or misleading investors through social media in the case of Tesla, are more likely to happen. On the flip side, however, it also means that strong, visionary leaders benefit from being able to run their firms as they see fit and having their business decisions unchallenged. Many of the great success stories, such as Apple AAPL, -0.87% (under Steve Jobs, until his death in 2011), Amazon AMZN, -0.72% (Jeff Bezos) and Netflix NFLX, -1.50%(Reed Hastings) are all associated with powerful chairmen-CEOs. As we know, the ability to move fast and execute is critical in fast-moving industries.
Effect on shareholders
We show that these amplification effects of powerful CEOs on shareholder value are very large. For example, while good CEOs on average account for 4% of their firms’ value, good CEOs who have more power account for as much as 9%. Conversely, while bad CEOs on average can destroy up to 3% of shareholder value, bad CEOs with more power destroy more than 5%.
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Egor Matveyev is a Visiting Assistant Professor of Finance at the MIT Sloan School of Management.