Bowlers for Bankers? Don't Import Failed UK Governance Cliches
Looking more systematically at large scale studies over the past 15 years, the published truth is that the separation of roles is not a panacea -- or even always a relevant factor in increased shareholder returns or greater integrity in leadership actions. Recent research on 309 firms between 2002 and 2006 by Mathew Samadeni and Ryan Krause of University of Indiana found that the financial performance of once high performing firms was actually diminished by the introduction of separate roles. They concluded, "if it ain't broke, don't fix it."Similarly, voluminous research over the past fifteen years from scholars such as Yale Law School's Roberto Romano ; Sanjai Bhagat of the University of Colorado; and Bernard Black of Northwestern University demonstrate that such box-checking clichéd corporate governance metrics do not lead to superior financial returns.
Moving from financial results to preventing executive misconduct, some of our biggest corporate scandals in U.S. corporate history ranging from Enron to WorldCom and Computer Associates to Global Crossing -- already had such separate roles in place and were celebrated for their overt good governance models -- before collapsing in criminal fraud. For example, HealthSouth, dutifully checked all the boxes that proxy advisory firm ISS cherishes and earned at 93 percentile -- just months before a series of former CFOs admitted to the massive accounting fraud there before heading off to prison.
Many times, in addition to confusion over responsibilities and voice, the separation of roles escalates palace intrigue. The "independent chairman" of General Motors, Ed Whitacre, a former telecom executive, seized the CEO job from revered GM loyalist Fritz Henderson -- who successful led the firm out of bankruptcy -- because he wanted the job for himself -- placing himself at the center in all their media promotion. Last year's political assassination of Citigroup CEO Vikram Pandit was led by Citigroup chairman, Michael O'Neill, an aspiring former former banker who served as Barclays CEO for only two months and then CEO of Bank of Hawaii for four years -- leaving office a decade ago. His insertion of the more compliant Michael Corbat did not lead to any significant strategic change.
European Model Often Fails in Europe
Shareholder activists frequently cite the separation of roles as the prevailing model in Europe, therefore -- like fine European wines and trendy Parisian fashion -- presumed to be superior to any cowboy leadership of Yankee business enterprise. However, at every major European scandalized firm, and they are as common tragically as in the U.S., this celebrated separation of roles already existed.
In fact, the separation of roles did not prevent governance scandals of the last decade at: Siemens; Swiss Air; BP; Royal Dutch Shell; Royal Ahold; Canary Wharf; BAE Systems, Barclays, BP, Eurasian Natural Resources Corporation, GlaxoSmithKline, HBOS, Kazakhmys, HSBC, Royal Bank of Scotland and Standard Chartered, among many others.
Often the crisis response of firms such as BP, Barclays, and Royal Dutch Shell suffered elevated confusion as key constituents did not know who was in charge, who was accountable, and which of the inconsistent voices was the one with real authority. In fact, the prominent UK financial journalist Ian Fraser has written:
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