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Governance

CEOs improve transparency around risk taking, and they are split on separating 
the chairman and CEO roles.


By Susan Caminiti

The traditional idea of a leader — someone who sees the future with superhuman vision and charges ahead — no longer seems appropriate given the complex reality of our world today,” says Samuel Palmisano, chairman and CEO of IBM. Palmisano proposes a gentler but also more rigorous approach to corporate leadership. A chief executive should “influence, not dictate,” he says. “And we need to measure, not guess.”

So what does this mean for corporate governance? For CEOs who also serve as chairman — which is true of 43 percent of the 325 chief executives interviewed for this year’s survey, including Palmisano — the debate over whether to separate those roles continues. Nearly three out of four U.S. CEOs in our survey oppose legislation that would prohibit one person from serving as both chairman and CEO of a public company. Outside the U.S., however, 46 percent of CEOs favor the idea.

Last September the NYSE formed a Commission on Corporate Governance that will seek to address this question as well as other best practices in corporate governance. But changes are already under way. The banking industry, which came under intense scrutiny from politicians and taxpayers during the economic meltdown and more recently during hearings over financial reform, seems to be heeding the call of the public to separate the two positions. Bank of America Corp. (BAC), Citigroup Inc. (C) and Morgan Stanley (MS), for example, have all recently split the chairman and CEO roles, seemingly under pressure from activist shareholders.

Old National Bancorp (ONB), a regional bank with $8 billion in assets, has separated the two positions since 2004, when Robert Jones was named president and CEO of the Indiana-based company after a 25-year career at KeyCorp (KEY). Larry Dunigan, who has served on Old National’s board since 1982, is chairman. “I think I would find it very difficult to have a foot in both camps,” says Jones. “And quite frankly, it makes my job as CEO easier and provides better governance by giving shareholders an independent voice. I worry about being in management and running the company. The chairman worries about everything else.”

U.S. chief executives seem to devote more time to thinking about who will lead the company when they’re gone. In our survey, 65 percent of chiefs in the U.S. report having a formal succession plan for the CEO role, versus 14 percent of their European colleagues. A solid nine out of 10 U.S. chiefs say they oppose a ruling that would prevent them or their successor from being named chairman, versus one in two international executives.

Tempering Risk

At a time when shareholders are increasingly vocal about when and how decisions are made at the top, many companies are re-evaluating their risk-management procedures. Nearly 80 percent of CEOs in the U.S. report that they have strengthened their board’s role in risk oversight.

“It’s an area we focus on every day,” says William A. Hawkins, chairman and CEO of Medtronic Inc. (MDT), a medical technology company with $15.8 billion in fiscal year 2010 revenues. “A couple of years ago we looked at our enterprise risk management — broader than product risk, it includes market risk, financial risk and operational risk. We have a very comprehensive approach to risk management.” Hawkins adds that he is concerned that society is becoming less and less tolerant of risk. “If I look back over the history of medical devices,” he says, “if we didn’t have an environment that supported taking risks, we wouldn’t have the implantable defibrillators, the deep brain stimulation devices or the insulin pumps that we have today.”

About one-third of the CEOs surveyed say their companies have established formal board education programs around risk. CEOs outside the U.S. are more likely to say that they have improved internal and external transparency around their company’s risk policies and procedures.

At Old National Bancorp, the board of directors’ risk-management committee is led by an outside director with decades of banking experience. “By having this committee, we accomplish two things,” Jones explains. “We take a bit of the burden off the audit committee, and we allow directors to focus on different kinds of risk, such as the risk that comes with new technology or any of our compensation plans that might be at odds with what would be best for shareholders.”

Life at the Top

Data from this year’s CEO Report suggest that chief executives thrive on adversity. Half of the 325 CEOs surveyed say that their job is more rewarding now than it was three years ago, a healthy bounce back from the 38 percent who felt that way just 12 months ago — the lowest level recorded since the survey began asking the question in 2006. “Business leaders have this almost maniacal desire to perform,” observes Old National Bancorp CEO Jones. “That’s why I think the best CEOs work best during difficult times.”

Non-U.S. CEOs, who have traditionally found the job more rewarding than their American counterparts, are also feeling more upbeat this year, with 62 percent saying it’s better than it was in years past. Still, nearly all CEOs — 97 percent — say that the job is more time-consuming than it used to be, a sentiment that has remained virtually unchanged since 2006.

“When the economy is good and the numbers are good, the job is great,” says Ralph P. Scozzafava, chairman and CEO of Furniture Brands International (FBN), a St. Louis-based premium furniture manufacturing company with $1.2 billion in 2009 sales. “But even when the fun factor is diminished, you have to find ways to enjoy it or you’ll go nuts.”

That’s not easy for many CEOs, including Gil Goodrich of Goodrich Petroleum Corp. (GDP), an independent exploration and production company that drills for oil and gas in Texas and Louisiana and had $110 million in 2009 revenues. Goodrich admits that he derives less pleasure these days from his multiple duties. “The challenges, obligations and regulations are more time-consuming than ever and overshadow your ability to focus just on growing the business,” he says.

As capital markets loosen up, CEOs say they are devoting less time to raising money than they did last year. In this year’s survey, 41 percent of CEOs report spending more time securing capital and financing, down from 56 percent in 2009.

Not surprisingly, a greater percentage of leaders in banking, real estate and insurance spend more time on financing issues, while chief executives in the energy and utilities sector allocate more time to regulatory and compliance issues.

In the era of Sarbanes-Oxley, Goodrich argues that U.S. CEOs are spending too much time on compliance. “I certainly understand that we need regulation, but it has to be more practical and more tailored to different industries,” he says. “We’ve gotten to the point where we have auditors auditing the auditors.”