The essential difference between the US and the UK models of corporate governance is that, in the UK, there is a clear understanding of how board rooms work combined with a flexible, principles-based approach while, in the US, corporate governance is essentially an expensive compliance activity that gives CEOs a level of autonomy that allows them, sooner or later to wreck their companies – and the economy.
The usual situation, in a US-listed company, is that the CEO is also the Chairman of the Board; in the UK, this is highly unusual and, whenever it happens, there is a furore amongst investors and in the press.
The usual practice, in the UK, is that the board is chaired by an independent director, who is usually non-executive and who is genuinely independent – and it is recognised that, once a Chairman has been in situ for too long, he (or she) ceases to be independent. The CEO – however mighty, however well-rewarded – reports to the Chairman and, when the CEO fails in his role, the Chairman is responsible for ensuring that appropriate action is taken to ‘drop the pilot.’ The UK board is made up of a majority of independent directors and, in larger companies, there will usually be a recognised ‘senior director’ whose role it is to ensure that the Chairman doesn’t ‘go native’ and who would be expected to lead the board’s annual review of the Chairman’s performance.
US CEOs talk of themselves serving ‘at the pleasure of the board’; of course, this doesn’t really mean much as it is usually the CEO who chairs the board which, itself, is usually made up of ‘outside’ directors with whom the CEO has personal relationships. CEOs of US American companies are therefore usually in place for far too long and, because there is no genuinely independent control over their compensation packages, are hugely overpaid. (I’m never that impressed by a CEO offering to take a $1 salary for a year – it would be so much more impressive if he also volunteered to return 50% or more of the previous year’s multi-million dollar over-compensation to the company.)
While the UK corporate governance model doesn’t always protect UK shareholders from incompetence or stupidity on the part of their boards, it does at least help UK companies avoid a situation where their CEOs turn up in Parliament with a begging bowl, having flown there on parallel private jet flights. One would have thought that any Chairman worth his or her salt would immediately have sacked a CEO who is so far removed from reality that, when asked the direct question on camera about whether they would immediately dispose of the private jet and return home by commercial airline, he couldn’t even come up with a plausible response.
And, while the world has clearly been living beyond its means for far too long, it’s also clear that the US cult of the CEO ego is right at the heart of the huge, ill-considered, crazy bets that their companies have taken – and as a result of which we all now face a long, hard few years.
The US now needs a corporate governance code that resembles the UK’s Combined Code; in the UK, in the meantime, we need to get on with improving our own performance. We also need institutional shareholders tough and determined enough to insist on board changes when their boards are destroying the investments for which they have a fiduciary responsibility.