来源: 互联网  时间: 2015年05月25日 

Sometimes a species reaches the end of its natural existence. As its numbers dwindle, disappearance becomes inevitable and the last survivors of the doomed herd become objects of curiosity and pity. This is happening to chief executives who are also chairmen — but with none of the pity.
It is a slow process. Well over half of S&P 500 companies do not yet have independent chairs. Plenty of chief executives are also chairman. A few, like beribboned African potentates awarding themselves more medals, also add “president” to their honours.
But around the world, the arithmetic is against title-hogging corporate leaders. Where they exist, they are simply not being replaced. Strategy&, the consultancy, says only one in 10 companies awarded joint titles to incoming chief executives in 2014, near an all-time low. As recently as 2002, more than half of incoming chief executives in Europe and the US held both titles.

The breed is, however, finding ever more inventive ways to protect itself. Cisco just gave John Chambers the title of executive chairman — a move that would set off governance emergency klaxons in the UK — as it eases a successor in as CEO. Bank of America handed the chairmanship to Brian Moynihan, its chief executive, last autumn, and patted itself on the back for taking “the next steps in our governance responsibilities”.
More like two steps back. Investors had persuaded BofA to split the roles in 2009, when the group was led by Ken Lewis. Last week, the bank headed off protest votes about the lack of consultation by conceding that the company’s owners should get a belated vote on Mr Moynihan’s coronation at next year’s annual meeting.
Such confrontations are not entirely helpful, because they put boards on the defensive and make chief executives feel as though they are being punished. Since Jamie Dimon, chairman and chief executive of JPMorgan, managed to see off an attack on his joint role a couple of years ago, big US banks (with the exception of Citigroup) have stuck to the idea that their leaders require full imperial honours to operate effectively. But it is a confused defence.
BofA split the job to deal with the aftermath of the financial crisis, which it argues Mr Moynihan has done. Mr Dimon’s adept navigation of the crisis was one reason JPMorgan gave for not giving in to shareholder pressure in 2012 to strip him of one of his titles following a trading scandal.
It would be better if investors focused on the positive. A chairman is a vital front-line supervisor and useful sounding board. One chief executive I talked to recently was besieged by directors emailing him with “just a quick question”. He was happy to have a chairman to relieve the pressure. Combining roles would “make my life simpler in some ways”, he said, but “more complicated in others”. GMI Ratings has shown that CEO-chairs at large North American companies are paid more and lag behind their better governed counterparts on environmental, social and governance measures. It also showed that long-term returns were higher at companies that separated the senior jobs.
Separation is no panacea. If the chairman and chief executive are at loggerheads, it can be disruptive; if one of them is unduly pliable, it can be ineffective. It is sometimes enough to appoint a lead or presiding director to hold over-mighty executives in check (though I am sceptical about their effectiveness faced with a CEO-chair who insists on charging ahead).
Ken Favaro of Strategy& says other exceptions to the norm could include companies where investors need reassuring about continuity — an argument in favour of Mr Chambers’ unusual new title. A second exception could be made for companies whose CEO-chair owns a large percentage of stock, aligning his or her interests with those of other shareholders: think of Warren Buffett at Berkshire Hathaway.
In the UK, companies must comply with guidance to split the senior jobs or explain to investors why they have not. In the US, only 3 per cent of the S&P 500’s constituents insist on separation. Boards are free, in other words, to give one person both titles. It makes sense to retain such flexibility. But directors should exercise that right only rarely and put a strict expiry date on the joint mandate. In most of the corporate habitat, top-heavy corporate dinosaurs, armoured with titles, are lumbering towards extinction. Nobody should mourn their passing.
这个过程很慢。一大半标普500指数(S&P 500)成分股公司还没有设立专门的董事长。目前许多CEO同时兼任董事长。少数人,就像那些身上有饰带、不断给自己颁发更多勋章的非洲专制君主,还给自己增加了“总裁”头衔。
然而,这一物种开始找出空前富有创意的途径来保护自己。思科(Cisco)刚刚给约翰•钱伯斯(John Chambers)加上执行董事长的头衔——此举将在英国拉响公司治理的紧急警报——同时让继任CEO慢慢地适应公司的情况。去年秋天,美国银行(BoA)让其CEO赖恩•莫伊尼汉(Brian Moynihan)兼任董事长,还自夸采取了“履行我们治理责任的下几步措施”。
这更像是倒退了两步。2009年,当美银由肯•刘易斯(Ken Lewis)掌舵时,投资者曾说服美银把CEO和董事长两者职位分开。两周前,该行同意,公司的股东应当在明年的年度大会上就莫伊尼汉获任董事长一事发起一次迟来的投票,以此阻止了有关缺乏磋商机制的抗议性投票。
这种对抗并非完全有益,因为这会令董事会处于守势,使CEO感觉自己受到了惩罚。几年前,摩根大通(JPMorgan)的董事长兼CEO杰米•戴蒙(Jamie Dimon)曾成功地击退了对他身兼两职的攻击。自那以来,美国的大银行——花旗集团(Citigroup)是个例外——一直坚守一个观点,即其领导人需要全部帝王荣誉才能有效履行职责。但这是一种逻辑混乱的辩护。
如果投资者关注积极方面,那就好多了。董事长是至关重要的前线指挥和有用的宣传家。不久之前跟我谈话的一位CEO遭到了董事们的围攻,董事们给他写电子邮件,提出了“一个简单问题”。他很高兴自己也有董事长头衔,能减轻这一压力。两个职位集于一身会“让我的生活在某些方面更加简单”,他说,但“在其他方面让生活变得更加复杂”。GMI Ratings 的数据显示,大型北美公司的CEO兼董事长的薪酬更高,但在环保、社会和治理措施上则落后于治理水平更高的同行。该机构数据还显示,那些CEO和董事长由不同人担任的公司的长期回报率更高。
Strategy&的肯•法瓦罗(Ken Favaro)表示,其他例外可能包括投资者需要在持续性方面获得保证的公司——这一说法对钱伯斯获得的非同寻常的新头衔构成支持。另一个例外可能是,CEO兼董事长拥有公司大比例股票、从而个人利益跟其他股东保持一致的公司:想想伯克希尔哈撒韦公司(Berkshire Hathaway)的沃伦•巴菲特(Warren Buffett)吧。