Friday, May 8, 2009

Ken Lewis, Non-Chairman

Bank of America CEO Ken Lewis can't be happy about being forced to give up the chairman's role. In an article for Directors & Boards in 2006 on governance best practices, here is what he had to say on the separation of the roles:

"The idea that separating the chairman's function from the CEO's might provide stronger oversight is not new. And, in some circumstances, it could be correct. But there is also the risk that companies with an independent chairman can end up with ambiguous leadership, split allegiances on the board and in management, and an incoherent vision for the company's future.

"What is helpful when the chairman and CEO are the same person is to have an independent lead director, who can chair meetings and coordinate other activities of the other nonmanagement directors. This is a model our company adopted [earlier in 2006]. It provides an important communications link between the other independent directors and our shareholders.

"In working with a chairman and CEO, members of any board must be able to do their job, which is to provide guidance and support as long as the CEO has their confidence, and to remove the CEO when he (or she) has lost it. If they can't do that, the company doesn't need a new chairman; it needs new directors."

Well, guess what? The Wall Street Journal is reporting today that BofA is on the hunt for new directors. Oy vey!