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The Analyst Magazine:
Boards and CEOs : Changing equation
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Post-Enron, the boards need a balancing act between asserting their own powers to keep CEOs on check and allowing them to lead.

The new wave of governance reforms is shaking up the traditional board leadership balance between CEOs and the board itself. America's biggest corporations now face a tricky transition, where boards must assert new powers to oversee and govern, while still allowing the chief executive to lead. What will this revolution mean for the combined CEO/board chair role, for boardroom leadership, and for the setting of corporate strategy?

The combined position of CEO and board chairman is such a universal part of America's boardroom furniture that we fail to appreciate just how odd the concept looks to the rest of the world. In most business cultures, especially in Europe, the roles of chair and chief executive are typically divided, with a wise elder statesman serving as chairman of the board who collectively supervises management. The US model seems an obvious case of being allowed to grade one's own report card. Since the CEO knows far more about the company than the board's outsiders (and bosses its insiders), the temptation to defer to his or her judgment is hard to resist.

This old-style CEO overlord was summed up for me a few years ago when I interviewed Lee Iacocca shortly before he retired as chairman of Chrysler. While discussing the automaker's board, he did not refer to the group in a neutral way as `the' boardand he definitely avoided any big group-hug term like `our' board. For Iacocca, the Chrysler board was `my' board. "These are my guys," he said, between puffs on his cigar, and made it clear that nothing happened in `his' boardroom that wasn't `his' idea.

 
 

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