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Separate, But Not Independent: Board Leadership Structure in Large Corporations

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  • Catherine M. Daily
  • Dan R. Dalton

Abstract

Board activists continue to suggest – even demand – that the CEO and board chairperson positions be held separately, to ensure governance independence at board level. A regression analysis of large corporations provides no evidence of differences in independence across a range of dimensions. Even when the positions are held separately, the chairperson is often the former CEO, holds substantial equity in the firm and, in many cases, has familial ties to current executives.

Suggested Citation

  • Catherine M. Daily & Dan R. Dalton, 1997. "Separate, But Not Independent: Board Leadership Structure in Large Corporations," Corporate Governance: An International Review, Wiley Blackwell, vol. 5(3), pages 126-136, July.
    • Handle: RePEc:bla:corgov:v:5:y:1997:i:3:p:126-136
    DOI: 10.1111/1467-8683.00053
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    Cited by:

    1. Sara De Masi & Andrea Zorzi, 2021. "Enhancing Board Monitoring Tasks: The Effect of Minority-Elected Directors," International Journal of Business and Management, Canadian Center of Science and Education, vol. 15(7), pages 1-85, July.
    2. Wallace Davidson & Yixi Ning & David Rakowski & Eahab Elsaid, 2008. "The antecedents of simultaneous appointments to CEO and Chair," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 12(4), pages 381-401, November.
    3. Matthias Benz & Bruno S. Frey, "undated". "Corporate Governance: What can we Learn from Public Governance?," IEW - Working Papers 166, Institute for Empirical Research in Economics - University of Zurich.
    4. Marlene Davies & Bernadette Schlitzer, 2008. "The impracticality of an international “one size fits all” corporate governance code of best practice," Managerial Auditing Journal, Emerald Group Publishing, vol. 23(6), pages 532-544, June.
    5. Anup Banerjee & Mattias Nordqvist & Karin Hellerstedt, 2020. "The role of the board chair—A literature review and suggestions for future research," Corporate Governance: An International Review, Wiley Blackwell, vol. 28(6), pages 372-405, November.
    6. Terry McNulty & Andrew Pettigrew & Greg Jobome & Clare Morris, 2011. "The role, power and influence of company chairs," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 15(1), pages 91-121, February.
    7. Majid Jamal Khan & Faiza Saleem & Shahab Ud Din & Muhammad Yar Khan, 2024. "Nexus between boardroom independence and firm financial performance: evidence from South Asian emerging market," Palgrave Communications, Palgrave Macmillan, vol. 11(1), pages 1-10, December.
    8. Amjad Ali & Wajid Alim & Jawad Ahmed & Sabahat Nisar, 2022. "Yoke of corporate governance and firm performance: A study of listed firms in Pakistan," Indian Journal of Commerce and Management Studies, Educational Research Multimedia & Publications,India, vol. 13(1), pages 08-17, January.
    9. Hanna Silvola, 2008. "Design of MACS in growth and revival stages of the organizational life‐cycle," Qualitative Research in Accounting & Management, Emerald Group Publishing Limited, vol. 5(1), pages 27-47, March.
    10. Ryan Krause, 2017. "Being the CEO's boss: An examination of board chair orientations," Strategic Management Journal, Wiley Blackwell, vol. 38(3), pages 697-713, March.
    11. Liu, Sun, 2015. "Corporate governance and forward-looking disclosure: Evidence from China," Journal of International Accounting, Auditing and Taxation, Elsevier, vol. 25(C), pages 16-30.
    12. Emilia Klepczarek, 2017. "The importance of the board of directors. Lessons from Lehman's failure," Ekonomia i Prawo, Uniwersytet Mikolaja Kopernika, vol. 16(1), pages 59-73, March.
    13. Ryan Federo & Yuliya Ponomareva & Ruth V. Aguilera & Angel Saz‐Carranza & Carlos Losada, 2020. "Bringing owners back on board: A review of the role of ownership type in board governance," Corporate Governance: An International Review, Wiley Blackwell, vol. 28(6), pages 348-371, November.
    14. Carlo Regoliosi & Alessandro d’Eri, 2014. "“Good” corporate governance and the quality of internal auditing departments in Italian listed firms. An exploratory investigation in Italian listed firms," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 18(3), pages 891-920, August.
    15. Ali, Amjad & Alim, Wajid & Ahmed, Jawad & Nisar, Sabahat, 2021. "Impact of Corporate Governance on Performance: A Study of Listed Firms in Pakistan," MPRA Paper 111299, University Library of Munich, Germany.
    16. Franken, Jason R.V. & Cook, Michael L., 2013. "Impact of Board Structure and Process on Cooperative Performance," 2013 Annual Meeting, August 4-6, 2013, Washington, D.C. 149420, Agricultural and Applied Economics Association.
    17. Kiridaran Kanagaretnam & Gerald Lobo & Robert Mathieu, 2012. "CEO stock options and analysts’ forecast accuracy and bias," Review of Quantitative Finance and Accounting, Springer, vol. 38(3), pages 299-322, April.
    18. Dalton, Dan R. & Daily, Catherine M., 1998. "Executive briefing/corporate governance digest," Business Horizons, Elsevier, vol. 41(2), pages 6-7.

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