Key issues: CEO and board chair roles

Separating the board chair and CEO roles remains an ongoing debate in corporate governance with compelling arguments on both sides. The issue centers around whether a potential conflict of interest exists when the roles are combined and whether there is an appropriate balance of power between the CEO and the independent board members.

Policymakers and regulators have focused on this topic. The SEC issued rules effective for the 2010 proxy season that require disclosure about board leadership, including whether the positions of CEO and board chair are combined or separated and the rationale for the structure in place. The Dodd-Frank Act included a similar provision to the SEC rules. The interest in this area, including the heightened focus on CEO succession planning, highlights the need for companies to build productive relationships with key shareholders, engaging them on sensitive issues like leadership structure.

• Bribery and corruption
• Executive compensation and say on pay
• IFRS
• IT governance
• Mergers & acquisitions
• Proxy access
• Risk management
• Strategy and growth
• Succession planning
• Sustainability and climate change
• Whistleblower bounty program