【英语科技】首席执行官不宜兼任董事长

The board of Hewlett-Packard has behaved pretty eccentrically of late, but its decision last week to make Mark Hurd chairman of its board of directors as well as chief executive takes the biscuit.(译稿：……的决定却糟糕得无以复加了。)Hello? If any company has proof that chairing a board is an important job in itself and not merely a nice additional title for a chief executive, it is HP. In January, Mr Hurd will inherit the job of trying to broker stability within the boardroom from Patricia Dunn, who bungled its inquiry into board leaks. He will have to combine that with overseeing HP’s strategy and operations.

Imagine what would have happened if Mr Hurd had been chairman when it emerged that private investigators pretended to be directors in order to gain access to phone records. The chance that Mr Hurd, a well-regarded manager, would have to resign could have spooked investors. As it was, HP’s share price hardly shifted: investors thought the shenanigans were unlikely to hurt him.

Combining the jobs of chairman and chief executive is still the American way: only 7 per cent of S&P 500 companies split the roles, according to Institutional Shareholder Services. Even when the jobs are split – as has occurred at Ford between Bill Ford and Alan Mulally – it is often done dysfunctionally. A chief executive ascends to the chairmanship, but still insists on keeping at least one hand on the strategy tiller.

The implication of one person holding both jobs, or of two vying for executive control, is that the role of chairman of the board is insufficient in itself to keep an alpha male (or female) fully occupied. Founders of technology companies, such as Bill Gates of Microsoft or Michael Dell, often become chairmen but carry on opining on strategy. In Mr Gates’ case, he took the additional title of chief software architect.

That kind of thing is dying out on the other side of the Atlantic. Most British companies split the roles of chief executive and non-executive chairman. In 2003, after an inquiry by Sir Derek Higgs, the combined code on corporate governance was revised to discourage chief executives who want a change of scene from simply moving up to become chairmen of the same companies.

So the US is now, as in other matters, a world unto itself. A combination of crowd psychology and vanity is probably to blame. No one wants to turn up at the golf club as a mere chief executive, no matter how well-rewarded his job and big his company, to be surrounded by two-title guys. If the chairmanship of the board is going spare, most chief executives will grab it.

Ego aside, it is tempting to run the show in the boardroom as well as the executive suite. “The US system gives one chap enormous authority with no real checks or balances on him,” says one chairman of a FTSE 100 company who also sits on a US corporate board. “He call the shots on what he lets the rest of the board know. In Britain, the chairman can always say: ‘We’d better tell the board, even if it is not very nice news.’ ”

Since a chairman’s most important role is to organise the hiring and firing of the chief executive, it helps to be both. When Hank McKinnell was pushed out as chief executive of Pfizer in July, he was permitted to remain chairman until February next year. No such luck for Peter Dolan, sacked as chief executive of Bristol-Myers Squibb last week by a board chaired by James Robinson.

Mr McKinnell still lost his main job, so being chairman and chief executive does not provide all the security that it used to. The New York Stock Exchange changed its listing rules in 2003 to encourage the appointment of lead independent directors. These directors chair board meetings that executives do not attend, which curbs the ability of chairmen and chief executives to stifle unrest.

Nor does a split between the jobs guarantee good governance. An over-mighty chairman may try to interfere with the running of the company, which not only makes life hard for the chief executive but leads to factionalism. Many UK chairmen were previously chief executives at other companies and some still enjoy the public limelight. “He never took operational decisions, but he kind of gave the impression that he did,” says one former UK chief executive of his non-executive chairman.

But, difficult as it can be, a division between the two jobs is the best approach. There is a clear conflict of interest between leading a board that oversees a company’s management and being the senior manager. To hand both roles to one person is to invite trouble. Corporate governance reforms such as the appointment of lead independent directors have helped to ameliorate the problem, but they do not obviate it.

In practical terms, it is harder than it used to be for chief executives also to also fulfil the chairman’s duties as well. HP is probably a special case, since bringing order to its board appears to be a full-time (perhaps impossible) job. But the rise in shareholder activism and growth in corporate governance rules require plenty of time and attention from board chairmen. No chief executive who is doing his or her job has much of either to spare.

A rational chief executive might well conclude that he or she is better off without the responsibility. This makes it all the more surprising that Mr Hurd, who seems to be a sensible chap, took on the chairmanship of HP. Perhaps he could not resist the appeal of becoming a two-title guy, along with most of corporate America. But it was an error, both for him and for the company that he leads.

john.gapper@ft.com

惠普(Hewlett-Packard)董事会最近的行为已经相当反常，但它上周的一项决定却是最离谱的，这个决定就是任命首席执行官马克•赫德(Mark Hurd)兼任董事长

怎么会这样？如果说有公司已经证明，担任董事长本身是项重要工作，而不仅仅是给首席执行官加个好听的头衔，那这个公司正是惠普。明年1月份，赫德将接过帕特丽夏•邓恩(Patricia Dunn)的工作，继续设法使董事会内部保持稳定。帕特丽夏•邓恩把调查董事会泄密一事搞砸了。马克•赫德将不得不同时兼顾董事会与领导惠普的战略和运营。

想象一下，当初私家调查员为了获取通话记录而伪装成董事时，如果赫德已经是董事长，会发生什么呢？赫德是一位备受赞誉的管理者，如果他被迫辞职，可能会吓坏投资者。而事实是，惠普的股价波澜不惊：投资者觉得，这场闹剧不太可能对他造成伤害。

将董事长与首席执行官的工作合并到一个人身上，这仍然是美国人的行事方式：据机构股东服务公司(Institutional Shareholder Services)的数据，在标普500指数(S&P 500)成分股公司中，仅有7%的公司分设了这两个角色。即使这两个职务由不同人担任——福特(Ford)就是由比尔•福特(Bill Ford)与艾伦•穆拉利(Alan Mulally)分任，也往往会机能失调：首席执行官晋升做了董事长，但仍然坚持插手战略方向。

一人兼任两个职位，或者两人争夺执行控制权，意味着董事长的角色本身不足以让企业“头号男士”（或女士）倾注全力。高科技公司的创始人，比如比尔•盖茨(Bill Gates)或者迈克尔•戴尔(Michael Dell)，往往成为董事长，但仍在战略方面发挥影响。就盖茨而言，他挂上了首席软件设计师的头衔。

这种情形正在大西洋彼岸逐渐消失。大多数英国公司将首席执行官与非执行董事长的角色一分为二。2003年，在德里克•希格斯爵士(Sir Derek Higgs)调查之后，英国修改了公司治理综合守则，以阻止希望挪挪位置的首席执行官升任同一家公司的董事长。

所以同其它事务一样，美国现在是特立独行的。这很可能要归咎于从众心理与虚荣心的双重作用。在高尔夫俱乐部，当周围的人全都身兼两职，没有人想以区区一个首席执行官的身份露面，不管他的薪酬有多高、他的公司规模有多大。如果董事长一职虚位以待，大多数首席执行官都会设法攫取这个职位。

抛开自负因素不谈，同时在董事会与管理层主持事务本身也非常诱人。“美国体制给了个人巨大的权力，但没有对其实行真正的制衡，”富时100指数(FTSE 100)某成分股公司的董事长兼一家美国企业的董事说道，“他有权决定让其余董事会成员知道些什么。在英国，董事长则总是说：‘我们最好告诉董事会，尽管这不是什么太好的消息。’”

由于董事长最重要的职能是组织首席执行官的招聘和解雇工作，因此身兼两职会有好处。汉克•麦金内尔(Hank McKinnell)今年7月份被解除辉瑞制药(Pfizer)首席执行官的职务时，他获许保留董事长一职至明年2月份。而百时美施贵宝公司(Bristol Myer Squibb)首席执行官彼德•多兰(Peter Dolan)就没这么好运了。上周，由詹姆斯•罗宾逊(James Robinson)主持的董事会解雇了他。

但麦金内尔最终还是丢掉了主要工作，所以同时担任董事长和首席执行官并不像过去那样保险了。纽约证券交易所(New York Stock Exchange)2003年改变了其上市规则，以鼓励公司任命首席独立董事。这些董事可以召开高管人员不参加的董事会会议，限制了董事长和首席执行官压制不满董事的能力。

两职分任也不能保证良好的公司治理。权力过大的董事长可能试图干预企业运行，这不仅会使首席执行官的日子难过，而且还会导致派系之争。许多英国企业的董事长之前担任过其它企业的首席执行官，因此其中一些人仍受到公众的关注。“他从不参与运营决策，但多少会给人以参与运营决策的印象，”某英国公司前任首席执行官这样评论他的非执行董事长。

但两职分任是最佳办法，尽管做到这一点颇具难度。领导监督公司管理层的董事会，与担任高级经理人之间明显存在利益冲突。将这两个职位同时交给一个人是自找麻烦。任命首席独立董事等公司治理改革已使这一问题有所改善，但并不能彻底消除。

从实务角度看，首席执行官同时履行董事长的职责要比过去困难得多。惠普可能是一个特例，因为使公司董事会恢复秩序似乎是一份全职（也许无法办到的）工作。但由于股东维权行动高涨和公司治理规则增加，董事长必须付出足够的时间和精力。没有哪个首席执行官能在完成本职工作的同时顾及于此。

一位理性的首席执行官很可能得出这样的结论：如果不承担董事长的职责，他或她的境况会更好。这使赫德先生的举动更加令人惊讶。他看上去是一个精明的家伙，却兼任了惠普的董事长。也许跟多数美国企业的同行一样，他无法抗拒拥有两个显赫头衔的诱惑。但对他自身、对他领导的公司而言，这都是一个错误。

作者信箱：john.gapper@ft.com

译者/张征