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Governance, Risk Management, and Compliance: It Can't Happen to Us—Avoiding Corporate Disaster While Driving Success by Richard M. Steinberg

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Chapter 17

Structural Issues at the Board

The question of whether to combine the roles of board chair and CEO or separate them generates robust debate, visceral feelings, and often strained relations. Many institutional investors and leading governance experts, and indeed many sitting directors, argue in favor of splitting the jobs, while many CEOs holding the chairman title insist their authority and the company itself would be badly damaged should they be forced to remove one hat. Here we look at this issue, along with others—how boards provide oversight to the chief executive and matters related to how directors are paid.

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