By JOHN CARVER and MIRIAM CARVER   

Everyone is familiar with the debate in corporate governance
circles over whether the chair role and the CEO role should be
filled by one or two individuals. In the UK, thanks to the
courage of, among others, Sir Adrian Cadbury, separating the
roles is now largely old news. In the US and Canada, combining
the roles in one person is almost an article of faith.

Without a more coherent view of what governance itself is, the
debate is largely meaningless. It is hard to justify separating
the two roles and, indeed, very hard to find a suitable
definition for the chairing job in the absence of such necessary
coherence. Roger Ward (author most recently of Saving the
Corporate Board) asked whether there is "a job yet for a
separate board chair" and why anyone, given the choice, would
pick the relatively powerless job of non-executive chair rather
than the powerful job of CEO. Robert Mittelstaedt, vice dean at
Wharton, "can't see any evidence that performance improves by
splitting the chairman and CEO role."

Of course, splitting the roles in the absence of a re-conception
of governance itself can be a waste of time. For example, even
in the UK, the separation of the chair and CEO roles isn't
always what it seems. The chairperson often assumes a super-CEO
role or, conversely, a weak position with little governance
leadership power. In the former situation, the chair is in the
chain of command between board and CEO at least part of the
time. That makes the chair the de facto CEO regardless of the
nameplate on the door, since the ostensible CEO thereby works
for the chair. Observers who've predicted that separating the
roles invites power struggles at the top are vindicated!

Yet, in the absence of assuming such a supervisory role over the
titled CEO, chairs must search about for a real role, witness
Ralph Ward's comment. It is clear that their job is wielding the
gavel in meetings, but not so clear what it is beyond being a
process cop. Unless the role of governance itself is more
substantive, defining the job of the chair-the chief governance
officer-is perhaps an exercise in futility. What does it mean to
lead an undefined process?

Policy Governance addresses these issues, of course, by
describing the real job that is governance. We use the term
"real job" to mean that governance has specific job products, a
body of knowledge, and an evolving technology. Because it is a
link in the chain of command (not merely a bystanding advisor,
cheerleader, or even emergency backup for corporate disasters),
the board must balance the competing obligations of command
authority and subordinate empowerment. Command authority
requires that the authority actually be exercised, not ignored
or held in reserve. Subordinate empowerment requires that the
CEO, thence all the operating organization, be delegated as much
power as possible, short of endangering the board's command
authority.

How a chief governance officer sees to it that the board plays
out this sensitive and important role responsibly is worthy of
study in itself. (We prefer the title Chief Governance Officer
to the more usual title Chair, because the latter title implies
that the role is limited to chairing the board's meeting,
something almost no one really means.)

Although the CGO ordinarily does chair meetings, the role is
more broadly defined as helping the board to discharge its
governance responsibilities and extends beyond mere ruling and
recognizing. The role is so important, and so misunderstood that
we believe most current corporate chairs don't have the skills
or the knowledge to do it well. The most demanding part of the
job is to serve so competently as a servant-leader (thanks to
Robert Greenleaf for that concept and term) that the board as a
whole remains the "boss," and its chosen leader remains its
servant. That is, the CGO's job is, on the board's behalf, to
see to it that the board governs responsibly. Whose definition
of "responsibly" must be followed? The board's. The CGO,
therefore, is not a maverick or an executive leader, but a key
figure in ensuring that the board follows its own rules and
confronts its own discipline.

Should the CEO and CGO roles reside in the same person? A more
obvious role conflict would be hard to find. After all, the CEO
role is to meet the board's requirements of the company, and the
CGO role is to see to it that the board meets its requirements
for itself. They are quite different jobs.

Of course, in this conceptualization of the chair's role, it is
not only unnecessary for the chair to have authority over the
CEO, but downright dysfunctional. But until the world more
widely recognizes the appropriate role of boards, any discussion
of whether chair-CEO separation results in better corporate
performance is simply a chat about which dysfunction better fits
our fancy.

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This article is adapted from "Separating the Chair and CEO Roles
with Smoke and Mirrors," Board Leadership, Sept.-Oct. 2003, p.6.

Dr John Carver is a published author of board governance
articles and books worldwide. He is creator of the Policy
Governance model for the board role, a paradigm applicable to
business, governmental, and nonprofit boards. His international
consulting practice is based in Atlanta.

Dr John Carver and Mrs Miriam Carver will be in Kuala Lumpur to
present the Policy Governance Model on 6 & 7 September 2004. For
details, please call MIM Customer Service at 03-2165 4611,
e-mail:enquiries@mim.edu or visit our website:www.mim.edu