Corporate Board Chairmen Call on Public Companies to Separate Board Chair and CEO Roles

`Chairmen`s Forum` Convened by Yale`s Millstein Center Issues Policy Briefing
Linking Independent Chairmanship to Restoration of Market Trust

Group Gathers Endorsements for Voluntary Adoption of Independent Chairmanship,
Outlines Process for Tracking Progress and Considering Additional Initiatives
NEW HAVEN, Conn.--(Business Wire)--
A group of more than 50 prominent current and former corporate board chairmen,
directors, chief executives, investors, and governance experts has endorsed a
policy briefing issued today calling on publicly traded companies to separate
the roles of chairman of the board and chief executive officer.

The policy briefing was issued by The Millstein Center for Corporate Governance
and Performance at the Yale School of Management and The Chairmen`s Forum, a
peer organization of independent chairmen of corporate boards convened by The
Millstein Center last year. The briefing documents the global trend of
increasing independence of corporate boards, outlines why ensuring the
independence of a board chair is a key factor in good corporate governance and
the protection of shareholder interests, and notes that in the context of the
current economic crisis, the establishment of an independent chairmanship by
corporate boards is an important element in restoring market trust.

While there has been an increasing trend of U.S. public companies separating the
roles of chairman and CEO over the past decade, the U.S. still lags behind other
countries in implementing this reform. More than 60% of the S&P 500 companies
have boards that are chaired by their chief executive. In the UK, only 5% of the
FTSE 350 companies have a combined role. Additionally, a 2003 study revealed
nearly two-thirds of 300 surveyed Canadian public companies had separated the
chairman and CEO roles.

"The current economic crisis has appropriately fueled strong support among
shareowners, directors, the public and policy makers for more robust oversight
of management by independent-minded boards, and more management accountability
to investors," said Harry Pearce, who chairs the Forum and has a track record of
service as non-executive chairman and director at several public companies. "The
leaders who have endorsed the call for independent chairmanship have observed
first-hand the potential for conflicting interest when a single person acts as
both chair of a company`s board and as its CEO. Addressing this issue is
fundamental to enhancing corporate governance and we encourage others to join us
in urging public companies to adopt the independent leadership model."

"The independent chair model has been adopted successfully by many companies in
many regions of the globe as a means to further ensure and empower board
independence," said Ira M. Millstein, Senior Associate Dean for Corporate
Governance at the Yale School of Management and Chair of the Millstein Center.
"The time has come for the independence of a board`s chairman to become the
default. We believe voluntary adoption of this model is the best way of
accelerating such reform in board rooms throughout North America and have
established a process for tracking progress and considering additional
initiatives to encourage adoption of our suggestions."

"Too many boards are still led by the CEO - the one person who is obviously
conflicted in fulfilling the essential duty of providing oversight and
monitoring the CEO and senior management team," said Gary Wilson, Former
Chairman of Northwest Airlines Corporation, current director at Yahoo! and CB
Richard Ellis and participant in the Chairmen`s Forum. "Separating the roles of
chairman and CEO is the critical missing piece in the evolutionary path of
boards and directors towards more independence, engagement, and monitoring and
if the voluntary approach doesn`t generate sufficient progress, I will suggest
that the Forum work with the stock exchanges to adopt a listing rule."

Specifically, the Chairmen`s Forum is calling for public companies to appoint an
independent, non-executive chairman of the board upon succession of any combined
chairman and CEO. In exceptional circumstances where specific company conditions
may warrant a different approach, the Chairmen`s Forum believes boards should
explain to company shareowners why, in their view, combining the chairman and
CEO responsibilities in one person, or naming a non-independent chair,
represents a superior approach to optimizing shareowner value.

While pursuing voluntary adoption of this model, the group has outlined a
process that could lead to stronger approaches if boards fail to respond. In
addition to securing endorsements from additional market institutions and
individual leaders for the recommendations in the policy briefing, the
Chairmen`s Forum will track and publicly disclose the take-up of independent
chairmanship among North American listed companies. The group intends to convene
a roundtable in July 2009 to assess progress and, if appropriate, could suggest
further steps including calling on the New York Stock Exchange and Nasdaq to
adopt listing rules on the matter.

The policy briefing, entitled Chairing the Board: The Case for Independent
Leadership in Corporate North America, finds that having an independent chairman
is a means to ensuring chief executives are accountable for managing public
companies in close alignment with the interests of shareholders, while
recognizing that managing a public company board is a separate, time intensive
responsibility. The report notes that the differences between a lead director
and a non-executive chairman are few, but paramount. Splitting the roles of CEO
and chairman is not a panacea for ensuring board independence, but independent
board leadership is a critical element.

For a complete list of endorsers, a copy of the policy briefing, and more
information about this initiative and how you can support it, please visit
http://millstein.som.yale.edu/chairmensforum.shtml.

About The Millstein Center for Corporate Governance and Performance at the Yale
School of Management

The Millstein Center for Corporate Governance and Performance at the Yale School
of Management is a leading global resource for testing, challenging and
advancing the premise that corporations should and can serve society. The Center
pursues its mission by convening events; sponsoring empirical research;
generating policy briefings; building market capacity by developing training,
databases and institutions; and teaching and student interaction.

About the Chairmen`s Forum

Founded on February 26, 2008, the Chairmen`s Forum is an organization comprised
of non-executive chairmen of corporate boards whose companies are incorporated
and stocks are traded on exchanges in the United States and Canada. Participants
meet for the purpose of addressing steps that enhance the accountability of
corporations to owners, discussing matters of common interest, promoting deeper
understanding of independent board leadership practices and reaching out to the
wider market on effective practices of board chairmanship. The Chairmen`s Forum
intends to help create an international hub of national and regional forums of
non-executive chairmen to encourage peer exchanges worldwide.

The founding Chairman is Harry Pearce, Non-Executive Chairman of Nortel Networks
Corporation and Chairman of MDU Resources Group, Inc. For more information
visit: http://millstein.som.yale.edu/chairmensforum.shtml.

Media:
Matt Benson or Lucy Neugart, +1 415-618-8750
or
For the Millstein Center and the Chairmen`s Forum:
Stephen Davis, +1-203-432-9689 or +1 617-230-2277
Senior Fellow, Millstein Center
stephen.m.davis@yale.edu

Copyright Business Wire 2009