Once packed with company insiders, corporate boards are filling up with outside directors, theoretically resulting in greater independent oversight. New research shows, however, that paradoxically having the CEO as the only insider on the board actually enhances the CEO’s power and undermines outside oversight.
More and more board of directors have the CEO as the only insider on the board. At first glance, this movement toward near unanimous outside directors would seem to meet the mandate of independent oversight and governance that have defined corporate boards since the corporate scandals of the 1980s and 1990s.
In fact, new research — based on data for more than 200 companies covering the years 1981-2007 — reveals that the impact of reducing insider membership to only the CEO has the opposite effect. It reinforces the power of the CEO, and diminishes the power of the directors.
These CEOs build their power in various ways:
The new research explored the conditions under which CEOs are more likely to successfully build a corporate board with themselves as the only insider representatives of the company.
First, researchers found that new CEOs who are faced with a larger number of company insiders on the board when they arrive are more likely to work to make the board CEO-only. Insiders who predate the arrival of the new CEO are much less likely to be allies ready to support the CEO, and may even be political contenders.
Second, the more power and influence CEOs gained, the more they pushed for CEO-only boards. ‘Dual’ CEOs, those that hold the positions of both CEO and Chairman of the Board, are the most powerful of CEOs. High stock-ownership, as well as a background in certain functions (notably finance, which gives CEOs an upper hand in controlling the company’s financial information) will also enhance the power of CEOs. The research, however, showed little correlation between these two levers of power and the likelihood of a CEO-only structure.
Third, environmental factors can impact the power of a CEO. CEOs with a finance background suddenly began working very hard to create CEO-only boards after passage of the Sarbanes-Oxley bill.
Finally, organizational contingencies such as the performance of the firm can also increase the CEO’s influence — especially when the origin of the power is either duality (holding the CEO and Chairman positions) or relatively high shareholdings.
For many, the major debacles at companies such as Enron and Worldcom were caused by a lack of sufficient governance from boards of directors. This led to a push for more independent directors on the board, instead of inside directors.
It would seem that a board with only one insider, the CEO, is more likely to be independent. As the research shows, this is not the case. Quite the opposite. As a result, boards of directors should closely examine the current accountability and information-gathering dynamics at their firms. Are they receiving all information from the CEO? Do they have any direct contact with other members of the C-Suite that might be able to elaborate on the CEO’s information? Is there any succession planning in place, or has the CEO, instead, effectively put a lid on succession planning?
These are important governance questions for boards wishing to avoid the disasters that surprised boards of the past.
The Structural Elaboration of Board Independence: Executive Power, Institutional Logics, and the Adoption of CEO-Only Board Structures in U.S. Corporate Governance. John Joseph, William Ocasion & Mary-Hunter McDonnell. Academy of Management Journal (December 2014).
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