Who's minding the store?

By Scott Hammen, INSTEAD knowledge

As more scandals rock the financial world, stakeholders are beginning to look closely at who sits in the boardroom, and why.

Reckless trading of risky financial products. Undisclosed conflicts of interest. Pure greed. All are now-familiar epithets used to describe the causes of the financial crisis which began four years ago. But in the wake of J.P. Morgan's US$2 billion loss in questionable derivatives trading in May, it's clear that, even with increased regulations and scrutiny, the issue of where and how corporate governance failed is still very much with us.

In the case of J.P. Morgan, shareholders and other stakeholders are questioning whether - in holding the titles of both Chairman and CEO - Jamie Dimon perhaps had too much power and not enough oversight.

INSEAD Knowledge spoke about corporate governance to several experts: Mark Sanglé-Ferrière and Luke Meynell - who handle searches for chairmen, chief executives and non-executive directors from Paris and London respectively for the executive search and assessment firm Russell Reynolds Associates - and Ludo Van der Heyden, INSEAD Professor of Technology and Operations Management, who directs INSEAD's Corporate Governance Initiative, and teaches governance to directors, executives, and MBAs at INSEAD.

On the separation of roles between CEO and non-executive chairman of the Board and how the practice differs from one country to another, Sanglé-Ferrière says, "One of the major differences between the UK and France is that in France you often combine the role of the Chairman and the CEO." In the US, where J.P. Morgan is headquartered, the Chairman-CEO functions are more often combined than not. In the UK however, Meynell points out, "The roles are far more split...the Chief Executive runs the company and the non-executive Chairman runs the board." The split, he argues, provides a system of checks and balances that can protect the firm.