Based on empirical research, Simpson Thacher and Rivel's newly-released "CEO/Chairman Structure & Company Performance" suggests that there is no correlation between the CEO/Chair structure and company performance, thus further bolstering the notion that each company should tailor their board leadership structure to their specific facts and circumstances rather than succumb to external pressures to separate the two roles.
The firms' analysis of S&P 500 companies for three distinct time frames - 15 years, 3 years, and 17 months, which used the dividend adjusted share price (as further adjusted for value-neutral events) to measure corporate performance (see Methodology pg. 2), reveals these key findings:
- There was no statistically significant difference in financial performance between companies that have consistently combined the CEO and chairman roles and those that have consistently separated them over the past 15 years or over the past 3 years.
- There was no statistically significant difference in financial performance between companies that made a change in their board leadership structure - i.e., either combined or separated the CEO/Chair roles - in the past 17 months (since January 1, 2016).
Note that, according to Spencer Stuart's 2016 Board Index, virtually all S&P 500 companies have an independent board leader - whether they combine or separate the CEO/Chair roles. Among the 97 boards where the chair is separate but not independent, 89 (92%) have identified a lead/presiding independent director. Notwithstanding the lack of empirical support for separating the roles, appointment of an independent chair continues to be among the most populous of shareholder proposal types.
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See also our prior reports: "Investors Increasingly Accepting of Alternative Board Leadership Structures" in Company Information here, "ISS Analysis of Board Leadership Structure/CEO Pay Undermined" in Company News here, and "State Street Global: Independent Board Leadership Framework" in Investor News here, and numerous additional resources on our Board Leadership and Board Practices topical pages.
This development was first reported in last week's Society Alert.
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