Nonexecutive chair takes the lead.

• Position: LETTER FROM THE CHAIRMAN

Throughout my years as publisher of Directors & Boards I have often voiced my view that a combined chairman/CEO generally provides better leadership with sufficient governance. Not surprisingly, almost without exception those executives who hold both roles strongly favor this combination. In stark counterpoint, almost all corporate governance activists and pundits strongly advocate for their separation.

In my board experiences I have worked with chair/CEOs, executive chairs, nonexecutive chairs, permanent lead directors, annual/biennial lead directors, and rotating meeting-by-meeting lead directors. I have come to the conclusion that separating the roles can enhance corporate governance without diminishing corporate leadership and managerial decision making. Moreover, the separation provides an effective and necessary counterweight to the chief executive's power.

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For most companies I recommend an independent, nonexecutive chair; for some, a non-rotating lead director; and for a few, an executive chair. Power resides most fully in an executive chair (who is paid accordingly), and falls off dramatically to a nonexecutive chair and even further to a permanent lead director. The power of a rotating lead director is minimal. The board leader, depending on his/her power, directs and/or oversees the development of board agendas, succession planning processes, CEO performance evaluations, and risk management assessments. When a CEO is precipitously dismissed or unexpectedly departs, a nonexecutive chair, and in some cases a lead director, is ready and able to step in, at least temporarily.

To work most effectively I believe the...