In a bizarrely timed editorial in today's Wall Street Journal, Yahoo (NASDAQ: YHOO) director Gary Wilson offered his suggestion for improving corporate governance at public companies: separate the role of CEO and chairman.
It's a good idea that is also a big duh. The fact that the CEO also serves as chairman at 65% of S&P 500 companies is a travesty, but Mr. Wilson is hardly the first to observe that. He makes the standard argument: "This arrangement creates a conflict of interest, because the chairman is responsible for leading an independent board of directors. The board's primary responsibility, on behalf of the owners, is to hire, oversee and, if necessary, fire the CEO. If the CEO is also the chairman, then he leads a board that is responsible for evaluating, compensating and potentially firing himself."
There's nothing more lame than watching someone denounce wrongdoing in the strongest possible terms in an effort to look like a good Samaritan, thus diverting attention from his own lesser wrongdoings.
This editorial is such a transparent, and therefore pathetic, effort to demonstrate that Yahoo directors care about corporate governance and shareholder value. The fact that Microsoft (NASDAQ: MSFT) went from offering to buy the company to refusing to talk until the entire board is gone suggests otherwise.
Nice try Mr. Wilson.
It's a good idea that is also a big duh. The fact that the CEO also serves as chairman at 65% of S&P 500 companies is a travesty, but Mr. Wilson is hardly the first to observe that. He makes the standard argument: "This arrangement creates a conflict of interest, because the chairman is responsible for leading an independent board of directors. The board's primary responsibility, on behalf of the owners, is to hire, oversee and, if necessary, fire the CEO. If the CEO is also the chairman, then he leads a board that is responsible for evaluating, compensating and potentially firing himself."
There's nothing more lame than watching someone denounce wrongdoing in the strongest possible terms in an effort to look like a good Samaritan, thus diverting attention from his own lesser wrongdoings.
This editorial is such a transparent, and therefore pathetic, effort to demonstrate that Yahoo directors care about corporate governance and shareholder value. The fact that Microsoft (NASDAQ: MSFT) went from offering to buy the company to refusing to talk until the entire board is gone suggests otherwise.
Nice try Mr. Wilson.
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