Thursday, January 9, 2014

What will ACTUALLY happen regarding chair-CEO separation in 2014?

The desirability, or lack thereof, of separating the chairperson and chief executive officer roles in public corporations has been debated for years. Witness the discussions about Michael Eisner a few years ago, as well as the discussions about Andrew Wiederhorn.

However, according to Eleanor Bloxham, this is the year that changes will take place.

Boards have gained strength this year, as they have over the last decade, and they have more influence on your company's strategy than they ever did before. They don't see their role as just bobbing their heads to management's plan. They expect to test assumptions -- and to ask questions -- no longer just in polite conversation name only....

More boards are willing to address egregious CEO performance issues than in previous years and, more than ever before, directors are willing to speak out in favor of chair and CEO separation. (Fewer are beholden to the CEO for their seat.) Still, most are still getting their sea legs as far as proactive CEO succession is concerned. That will be a 2014 priority for many boards.

Unfortunately, if I want to "test assumptions" that Bloxham made in her piece, I can't. She SAYS that boards more more willing to separate the chair and CEO roles, but she doesn't provide any concrete evidence that boards are doing so. Will this really happen, or is it wishful thinking?

Now I'll grant that it's early in the year, but I began searching for evidence that the 2014 boards are actually moving to separate the chair and CEO roles. Unfortunately, all that I could find was...more wishful thinking.

In a recent Wall Street Journal editorial, David Reilly made the case that separating the chairman and CEO roles would pay positive dividends for JPMorgan. In his argument, Reilly says that [Jamie] Dimon’s legacy has been tainted by the numerous settlements the company has been forced to make under his watch, and sharing the load would help provide more executive leadership that he believes the company lacks.

“Forcing him to relinquish the chairman's role wouldn't instantly solve such problems,” Reilly writes. “But it would show the bank is serious about more rigorous checks on management and that accountability starts at the top.”

Brandon Rees, acting director of the AFL-CIO's Office of Investment, also supports a split, saying that JPMorgan’s pattern of loose controls and failed oversight “speaks to the justification for separating the positions of chair and chief executive.”

Interestingly enough, Dimon HAS stepped down as chairman - of a subsidiary. He remains as chair and CEO of the parent firm.

However, it is presumed that any discussion of separation of the two roles will have to wait until an annual shareholder meeting. However, when I tried to find out when the next such meeting would be, I got this response:

Bad Gateway

Processing of this request was delegated to a server that is not functioning properly.

Obviously Dimon is overloaded.

P.S. Speaking of Andrew Wiederhorn, he was still making news in 2012:

Fog Cutter Capital Group Inc. will pay between $1.2 million and $1.8 million to Portland real estate firm American Industries Inc. to settle a $5.1 million lawsuit filed earlier this year.

American Industries sued Fog Cutter and its chief executive, former Portland financier Andy Wiederhorn, in March, saying it made a $3.6 million loan to Fog Cutter in 2008 that was never repaid. The company had disputed the amount owed, but now says the settlement resolves the matter.

These days, Wiederhorn is concentrating on the fast food chain that Fog Cutter owns.

The name of the chain? Fatburger.
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