"The shameful and scandalous behaviour of many FTSE-100 firms in recent years... proves that Britain's elaborate attempts to codify corporate governance have failed. This is largely because the Codes have given rise to a shallow "box ticking" culture, in which directors are able to tick the relevant boxes but avoid their true responsibilities."

In fact, the corporate governance "Magna Carta" for the "separation of roles" in corporate life is presumed to be the much cited "Cadbury Commission" report authored by Sir Adrian Cadbury. Sir Adrian a successful British Olympic oarsman hardly steered his own company to greatness as chairman of Cadbury Schweppes for a quarter century of failure until its hapless surrender to Kraft and then Modelez and Hershey as custodian of its once great brands.

Nonetheless, in the aftermath of the governance confusion over MacMillan CEO Robert Maxwell's unusual death in 1990- allegedly dancing naked off his yacht in the Canary Islands, The Cadbury Commission was established by British regulators to suggest improvement s British corporate governance system in the interest of restoring investor confidence in the system. The most controversial element was supposedly the requirement for the separation of the chairmanship from the CEO role -- but interestingly, the separation was "recommended , not compulsory" where there is a combined office of the chairman and CEO "... board members might look to a senior non-executive director who might be deputy chairman as the person to whom they should address any concerns."

The genuine origin for this "separation of powers" long predates recent shareholder activism and is celebrated in the writings of 18th century French political theorist who showcased the division of executive, judicial, and legislative powers in ancient Greece and Rome. The logic was that slowed decision making and balanced power would reduce risk and allow protection for minority interests.

With such goals may be, recent experience suggests few would worship the government leadership examples of balanced power in the U.S. -- let alone in Greece or Italy -- are the model for contemporary entrepreneurial risk taking in business. Governments are in the risk reduction business, but private enterprises must encourage prudent, strategic risk taking.

Just because the British separate the roles at the top is no reason to copy that practice any more than to require our business leaders to wear bowler hats and our lawyers to wear wigs and gowns to court.

Jeffrey Sonnenfeld is Senior Associate Dean for Executive Programs and Professor in the Practice of Management, Yale School of Management and past chairman of Blue Ribbon Commission on CEO Succession of the National Association of Corporate Directors.