Ceo Duality Essay Research Paper October 221999

Ceo Duality Essay, Research Paper

October 22,1999 Term Paper

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Separating the Board Chairperson and

Chief Executive Officer:

Pro and Con

& A ; Rebecca Hundley

I Introduction

Numerous studies on corporate administration have emphasised the desirableness of increasing the figure of outside managers on boards. An every bit of import and related issue is a turning insisting that the function of president and main executive should be separate, though on this issue there is less unanimity in the U.S. than in other states.

Choosing the right Chief Executive officer is the cardinal undertaking for the board of managers. Pressure on main executives to execute in of all time diminishing clip frames makes it indispensable that the CEO and the Board work closely together. An effectual head Executive will drive company scheme, take the top squad and carry through stockholder aspirations. A good Chief executive officer will transform Board kineticss by maintaining an unfastened line of communicating, puting a high value on Board input, and advancing the belief that direction and the Board is working toward common ends.

The mean Board size is between eight and nine members. It used to be that Boards were constructed of executives with one or two non-executives ; but tendencies are fleetly driving executives out of the council chamber as even the CEO? s familiar function as president has been called into inquiry. There has been a noteworthy displacement from executive manager to non-executive manager in the council chamber.

The supposed advantages to these alterations are to supply greater board independency from direction, greater objectiveness, and a representation of multiple positions. Bosch believes that the cardinal rule underlying this composing is answerability ; if you have strong independent managers, a separation of the Chair/ Chief executive function will safeguard answerability. An sentiment widely held is that dividing the function of president from main executive- would procure a board sufficient power to dispute CEO laterality. Although in many instances that rationale holds true, there are considerable benefits to CEO dichotomy.

Research workers have suggested that chairman/chief executive dichotomy is a double-edged blade. While some shareholders are put off by the absence of board control and cheques and balances, others are reassured by the presence of integrity of bid and the absence of potentially bitter struggle between strong-willed persons. Finkelsein and D? Aveni found that a major factor in divining the success of this dichotomy was the degree of CEO informal power.

? Either perceptual or nonsubjective informations can be used to mensurate informal CEO power. Although some research workers have used perceptual steps of power, power is a sensitive topic for many directors. In utilizing perceptual steps, a research worker assumes that societal histrions are knowing about power within their organisations ; sources are willing to unwrap what they know about power distributions ; and such a inquiring procedure

II Advantages of CEO Duality

When it comes to insiders versus foreigners on the board, a prevailing function for insiders discoveries support more frequently, likely because insiders are more familiar with the issues, the engineering, and the pattern of the house. Merely they who are profoundly involved and can do it work add value. It is merely non feasible for twice removed foreigners, no affair how expert, to supply anything other than a casual position and possibly act as an eventual hindrance to maltreatments of executive power.

Harmonizing to organisational theory, this CEO dichotomy can set up strong, unambiguous leading. By consolidating two of the most esteemed offices in a company stakeholders are frequently reassured, because it clarifies decision-making authorization.

? An extra job with nonduality is that it weakens and disrupts CEOs ability to pull off the undertaking environments their organisation faces. For illustration, several research lab surveies suggested that the engagement of constituencies who review negotiator action lead to less effectual and more hard dialogue processes. As a consequence, ? The grounds the places of president and CEO are normally combined is that this provides a individual focal point for company leading? ( Anderson/Anthony ) ?

A powerful and effectual CEO creates an image of stableness and instills a sense of good being to its employees every bit good as its stockholders, projecting a clear sense of way.

III Negative facets of CEO Duality

When a company? s main executive officer is besides the president of its board, managers frequently have contrary aims. Boardss of managers are charged with guaranting that Chief Executive Officers ( CEO? s ) carry out their responsibilities in a manner that serves the best involvements of the stockholders. Therefore, the Board of Directors maintains equilibrium between CEO and stockholder involvements.

? Two theories have been put Forth to explicate why a house would follow a double leading construction. Fama and Jensen ( 1983 ) suggest that the leading construction of the house can assist command the bureau jobs created by the separation of residuary hazard bearing and control typically found in most corporations. More specifically, they believe that the separation of the determination direction ( induction and execution of investing proposals ) and determination control ( confirmation and monitoring of investing proposals ) maps within a house reduces bureau costs and leads to heighten steadfast public presentation. At the vertex of the leading construction, this means that the highest-level determination direction agent ( the Chief executive officer ) should non command the highest-level determination control construction ( the board of managers ) . As the president of the board has the greatest influence over the operation of the board, Fama and Jensen & # 8217 ; s theory implies that the effectual separation of determination direction and determination control requires that the president of the board must non besides be the CEO of the house. Further, if Fama and Jensen are right, houses that switch to a double leading construction should see an betterment in public presentation following the leading construction alteration. ?

? Other writers, nevertheless, found that dividing the chair and CEO places led to improved house public presentation. Rechner and Dalton ( 1991 ) used three accounting steps of profitableness to look into the public presentation of a

sample of Fortune 500 houses that maintained the same leading construction from 1978 through 1983. These writers found that houses with a double leading construction systematically outperformed houses with a unitary leading construction. Pi and Timme ( 1993 ) found some grounds that Bankss with a double leading construction were more profitable and were more cost efficient than houses with a unitary leading construction. ?

Agency theoreticians view the board of managers as a type of cheques and balances system, similar to that of our authorities. Agency theoreticians are typically opposed to CEO dichotomy, whereas organisational theoreticians offer more support. It has been reported that a vigilant and painstaking board is made up of independent outside managers, otherwise unaffiliated with the company other than that they hold big amounts of that company? s stock.

? Outside managers are more argus-eyed than managers with other house

associations because ( 1 ) they focus on fiscal public presentation, which is a cardinal constituent of monitoring. ( 2 ) They are more likely than insiders to disregard CEOs following hapless public presentation, and ( 3 ) protecting their personal reputes as managers gives them inducement to supervise. Although insiders tend to hold more elaborate information about house operations, they are likely to be loath to face a Chief executive officer in a council chamber state of affairs. ?

Several writers have suggested that CEO? s may utilize their leading place on the board to order the docket of the board meetings and minimise dissent.

? Traditional bureau and legal positions on corporate boards by and large do non turn to how top directors respond to the menace of greater board monitoring and control over their determination devising. But losing structural beginnings of power as a consequence of greater structural board independency from direction may motivate CEOs to originate specific interpersonal influence efforts, such as ingratiating and persuasion toward board members. CEOs may be particularly prone to such behaviour because of their high intrinsic power motive. In add-on, the ambiguity and uncertainness inherent in CEOs public presentation provides ample chances for interpersonal influence. These factors may reenforce a more basic, psychological response to the menace of losing control. ?

Frequently CEO/chairman dichotomy reduces the ability or willingness of outside managers to dispute the CEO. Relatively, when CEOs are deprived of official disposal over personal businesss as the president, they lose their bid over the docket of the board.

IV Qualifying factors impacting CEO Duality

Particular factors impacting CEO dichotomy include informal CEO power, and board watchfulness. A CEOs beginning of informal power does non needfully depend upon his place. Informal power can be acquired through repute, esteemed contacts or associations with other companies. CEO dichotomy can frequently reflect informal CEO power.

? Pfeffer ( 1978 ) argued that centralised constructions such as Chief executive officer

dichotomy is more likely to originate when informal power is

concentrated in a Chief executive officer. ?

Board watchfulness depicts a powerful board that has a strong influence on the company. There exist two types of powerful boards, they either portion leading with or command power over the CEO. Board watchfulness combines those two classs into one characterized by high board power irrespective of the relationship with the CEO. CEOs frequently consider powerful boards to be supportive and promoting of their attempts. A powerful board will, nevertheless, measure in when the house & # 8217 ; s scheme hesitations. Powerful boards have greater expertness, more consciousness of their duties, and more efficient internal procedures than do weak boards ( Pearce & A ; Zahra, 1991 ) .

V Conclusion

In decision, Vigilant boards seem to prefer CEO dichotomy because it promotes a entirety of bid at the top of a corporation that safeguards the being of strong leading.

? The bureau job theory implies that house? s do so to cut down the bureau costs associated with the separation of ownership and control. The normal sequence theory suggests that houses adopt a double leading construction as portion of the normal procedure used to replace a retiring chair/CEO. The grounds in this survey supports both theories. Specifically, houses most likely to utilize the double leading construction to command bureau jobs experience statistically important betterments in public presentation over the three-year period following the leading construction alteration. Further, the houses in this subsample that besides replace one or both senior directors experience greater public presentation betterments than those houses that merely change leading construction. These findings are consistent with the bureau job theory. Firms that are most likely to utilize the leading construction alteration as portion of a normal sequence procedure show no marks of public presentation betterment after the leading construction alteration. This determination is consistent with the deductions of the normal sequence theory? .

Gestating CEO dichotomy as a double-edge blade, research workers have drawn two decisions:

1 ) Research on corporate administration may profit when potentially contradictory theories on organisations and bureau dealingss are considered at the same time.

2 ) It is particularly of import that research workers look intoing corporate administration acknowledge that CEOs and boards do non ever have different involvements.

Therefore, it is non possible to pull a positive decision in turn toing this issue. There are seemingly legion factors involved, and so many conditions that apply, it seems that a house would hold to establish their determination on the dynamic bing among executive direction and the board members.


Buchholtz, Ann K/Young, Michael N, Group & A ; Organization Management, 1998, Vol. 23 Issue 1, p6

Finkelstein Sydney/D? Aveni Richard, Academy Management Journal. 1994, Vol.37, No.5, 1079-1108

Fama EF/Jensen N, Journal of Law and Economic, 1994, Vol.26, p301-325

Fosberg Richard H/Nelsen Michael R, International Review of Business Analysis, 1999, Vol.8 Issue.1, p83

Westphal James D, Administrative Science Quarterly, 1998, Vol.43 Issue.3, p511

Zajac Edward J/Westphal James D, Administrative Science Quarterly, 1996, Vol.41 # 37, p507


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