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What exactly are chairmen for? In many countries the role is quite clear. As head of an (ideally) independent board, the chairman is a powerful figure fronting the interests of shareholders. In the US, however, boards are weaker. The chairman’s seat is occupied by the chief executive in 61 per cent of companies in the S&P 500 index, according to Spencer Stuart. That makes Citigroup – amid rumours over the future of its chairman, Sir Win Bischoff – rather unusual. Of the big Wall Street banks, Citi is the only one presently splitting the two roles.
US corporate governance is often criticised but arguments can be made both ways. A strong chairman and board can be a useful counterbalance to ineffectual management. But, as Citi may have learnt after losing the battle for Wachovia to Wells Fargo last month, a busybody board can also stymie quick decision making. On balance, however, missing the odd trick is preferable to years of unchecked executive power. Irrespective of the abilities of its current chairman, therefore, Citi should at least be applauded for the extra office in the C-suite.
The shame is it seemed to matter little who occupied the top positions at banks during the financial meltdown: all share prices plummeted and much of the industry had to be bailed out. Nor did the carnage spare one corporate governance model over another. Some of the smartest CEOs, most respected chairmen and best boards were rendered ineffectual by the forces sweeping through the system. It will remain that way for a long time. That is why possible boardroom turmoil at the top of Citigroup, or any bank, risks looking like fiddling while Rome burns. For now, there are bigger issues at hand.
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