 | This article may be too technical for most readers to understand.(April 2012) |
CEO succession refers to the process by which boards of directors ensure that their organization has the ability to sustain excellence in CEO leadership over time, with transitions from one leader to the next. [1]
CEO succession is one of key functions of a board of directors. Changing the head of an enterprise impacts company culture, board/CEO relations, and perceptions from multiple constituencies inside and outside the business. The disruption that occurs can impact performance in a positive, neutral or negative manner. Successful companies manage this process well in advance with a concerted set of processes and milestones. Effective CEO succession requires a well-defined program that ensures a supply of highly capable candidates ready to assume the CEO position whether through an unexpected event or a planned transition. Success or failure of a CEO transition is influenced by a host of obvious and non-obvious factors, many of them of a social/psychological nature. How these factors are managed can have an enormous impact on the performance and status of the organization.
In an October 2009 release, [2] the United States Securities and Exchange Commission effectively removed the ordinary business exclusion defense used by companies reluctant to disclose their CEO succession process to shareholders. The policy change allows for a new wave of corporate governance scrutiny, as regulators and shareholders increasingly focus on CEO succession practices. Staff Bulletin (SLB 14E) announced that, in principle, the commission no longer allows companies to exclude shareholder proposals based on an argument that CEO succession planning is an ordinary business operations matter. In reversing its position, the SEC acknowledged that poor CEO succession planning constitutes a significant business risk and raises a policy issue on the governance of the corporation that transcends the day-to-day business of managing the workforce. The change indicates that regulators have reframed CEO succession as a risk management issue and placed its responsibility firmly in the boardroom. Succession planning responsibilities are redefined as “a key board function” and “a significant policy (and governance) issue … so that a company is not adversely affected by a vacancy in leadership.” [3]
CEOs can be put in place from multiple options available to any organization, some of which are:
A board of directors is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency.
A chief executive officer (CEO) is the highest officer charged with the management of an organization – especially an independent legal entity such as a company or nonprofit institution.
Succession planning is a process and strategy for replacement planning or passing on leadership roles. It is used to identify and develop new, potential leaders who can move into leadership roles when they become vacant. Succession planning in dictatorships, monarchies, politics, and international relations is used to ensure continuity and prevention of power struggle. Within monarchies succession is settled by the order of succession. In business, succession planning entails developing internal people with managing or leadership potential to fill key hierarchical positions in the company. It is a process of identifying critical roles in a company and the core skills associated with those roles, and then identifying possible internal candidates to assume those roles when they become vacant. Succession planning also applies to small and family businesses where it is the process used to transition the ownership and management of a business to the next generation.
Corporate governance are mechanisms, processes and relations by which corporations are controlled and operated ("governed").
A chief operating officer or chief operations officer, also called a COO, is one of the highest-ranking executive positions in an organization, composing part of the "C-suite". The COO is usually the second-in-command at the firm, especially if the highest-ranking executive is the chairperson and CEO. The COO is responsible for the daily operation of the company and its office building and routinely reports to the highest-ranking executive—usually the chief executive officer (CEO).
The chief risk officer (CRO) or chief risk management officer (CRMO) or chief risk and compliance officer (CRCO) of a firm or corporation is the executive accountable for enabling the efficient and effective governance of significant risks, and related opportunities, to a business and its various segments. Risks are commonly categorized as strategic, reputational, operational, financial, or compliance-related. CROs are accountable to the Executive Committee and The Board for enabling the business to balance risk and reward. In more complex organizations, they are generally responsible for coordinating the organization's Enterprise Risk Management (ERM) approach. The CRO is responsible for assessing and mitigating significant competitive, regulatory, and technological threats to a firm's capital and earnings. The CRO roles and responsibilities vary depending on the size of the organization and industry. The CRO works to ensure that the firm is compliant with government regulations, such as Sarbanes–Oxley, and reviews factors that could negatively affect investments. Typically, the CRO is responsible for the firm's risk management operations, including managing, identifying, evaluating, reporting and overseeing the firm's risks externally and internally to the organization and works diligently with senior management such as chief executive officer and chief financial officer.
Clause 49 of the Listing Agreement to the Indian stock exchange that came into effect from 31 December 2005. It has been formulated for the improvement of corporate governance in all listed companies.
The Business Roundtable (BRT) is a nonprofit lobbyist association based in Washington, D.C. whose members are chief executive officers of major United States companies. Unlike the U.S. Chamber of Commerce, whose members are entire businesses, BRT members are exclusively CEOs. The BRT lobbies for public policy that is favorable to business interests, such as lowering corporate taxes in the United States and internationally, as well as international trade policy, like NAFTA.
The National Association of Corporate Directors (NACD) is an independent, not-for-profit, section 501(c)(3) founded in 1977 and headquartered in Arlington, Virginia. NACD's membership includes the entire boards of 1,700+ corporations as well as several thousand individual members, for a total of more than 23,000 members. Membership is open to individuals serving on boards of public, private, and nonprofit organizations from both the United States and overseas. The organization is registered with the National Association of State Boards of Accountancy as a sponsor of continuing professional education on the National Registry of CPE Sponsors.
Say on pay is a term used for a role in corporate law whereby a firm's shareholders have the right to vote on the remuneration of executives. In the United States this provision was ushered in when the Dodd Frank Act Wall Street Reform and Consumer Protection Act was passed in 2010. While Say on pay is a non-binding, advisory vote, failure reflects shareholder dissatisfaction with executive pay or company performance.
Executive compensation is composed of both the financial compensation and other non-financial benefits received by an executive from their employing firm in return for their service. It is typically a mixture of fixed salary, variable performance-based bonuses and benefits and other perquisites all ideally configured to take into account government regulations, tax law, the desires of the organization and the executive.
A celebrity board director is an officer with significant influence in the company's governance decision-making process and who possesses one or more celebrity traits including credibility, goodwill, rights, image, influence, liability, and standard of value. A director's leadership and decision-making affects the governance and wealth maximization of shareholders’ wealth.
The Dodd–Frank Wall Street Reform and Consumer Protection Act, commonly referred to as Dodd–Frank, is a United States federal law that was enacted on July 21, 2010. The law overhauled financial regulation in the aftermath of the Great Recession, and it made changes affecting all federal financial regulatory agencies and almost every part of the nation's financial services industry.
Environmental, social, and corporate governance (ESG), also known as environmental, social, and governance, is a set of aspects considered when investing in companies, that recommends taking environmental issues, social issues and corporate governance issues into account.
Stephen A. Miles is an author and executive consultant, and Founder and Chief Executive Officer of The Miles Group, as well as a director at CDK Global, where he serves as a member of the Compensation and Nominating & Governance Committees. Previously, he was a Vice Chairman at Heidrick & Struggles, where he ran Leadership Advisory Services and was a member of both the Global CEO and Board Practice, and the firm's management committee.
Ralph Victor Whitworth was an American businessman who was a founder of Relational Investors LLC, a private investment management firm based in San Diego, California, which primarily seeks out value stocks at companies deemed to be underperforming due to poor capital allocation discipline and corporate governance. Whitworth co-founded Relational with David Batchelder in 1996; the firm manages approximately $6 billion, and Whitworth was a principal and member of the Investment Committee.
In the United States, the compensation of company executives is distinguished by the forms it takes and its dramatic rise over the past three decades. Within the last 30 years, executive compensation or pay has risen dramatically beyond what can be explained by changes in firm size, performance, and industry classification. This has received a wide range of criticism leveled against it.
Institutional Investor Advisory Services India Limited is an Indian proxy firm that provides voting recommendations on shareholder resolutions of Indian listed companies.
Gender representation on corporate boards of directors refers to the proportion of men and women who occupy board member positions. To measure gender diversity on corporate boards, studies often use the percentage of women holding corporate board seats and the percentage of companies with at least one woman on their board. Globally, men occupy more board seats than women. As of 2018, women held 20.8% of the board seats on Russell 1000 companies. Most percentages for gender representation on corporate boards refer only to public company boards. Private companies are not required to disclose information on their board of directors, so the data is less available.
Diligent Corporation, known as Diligent, is a software as a service company that enables board members of corporations, government organisations, and not-for-profit groups to share and collaborate information for board meetings. Headquartered in New York City, and incorporated in tax haven Delaware, the company has offices in Galway, Ireland; London, UK; Washington, D.C.; Munich, Germany; Budapest, Hungary; Hong Kong; Bangalore, India; Sydney and Vancouver.