Microsoft’s Combination of CEO and Chairman Roles Goes Against Trend – WSJ

VEA Vice Chair Nell Minow is quoted in the WSJ about the Microsoft board’s decision to combine the Chairman and CEO jobs.

A change to combine the roles is a source of concern, said Nell Minow, vice chair of ValueEdge Advisors, which advises institutional investors on corporate governance issues. “It’s always a bit of a red flag when the CEO doesn’t think the title of the CEO is enough,” she said. While combining the two titles might not be as meaningful if the board has a strong independent lead director who sets the agenda, companies should explain why a combination is necessary and how the board would provide independent oversight, according to Ms. Minow. How a board handles a CEO’s compensation and whether it takes the lead on environmental, social and governance issues can indicate how adequate its oversight is. “It’s not the titles that concern me so much, it’s how they are interpreted by the board,” she said.

Microsoft’s Combination of CEO and Chairman Roles Goes Against Trend – WSJ

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