اجتناب از سندرم “بیش از حد راحت بودن”: به دست آوردن عملکرد بالای رئیس، مدیر عامل و مدیران داخلی  Avoiding the “too comfortable in the saddle” syndrome: Obtaining high performance from the chairperson,  CEO and inside directors

1. Introduction The chairperson (chair) and chief executive officer (CEO) are the two key employees of a company that make strategic decisions with long term implications for performance. The chair leads the board of directors plus the selection and performance management processes for the CEO (Johnson, Daily, & Ellstrand, 1996; Kiel & Nicholson, 2003a; Dalton & Dalton, 2005; Krause & Semadeni, 2013). The CEO manages the company on a day to day basis and endeavors to deliver outcomes that are valued by stakeholders (Fama & Jensen, 1983; Johnson et al., 1996; Withers, Hillman, & Cannella, 2012). Having a CEO and chair with years of company specific experience in their roles is generally seen as an important asset for the company with positive performance implications (Johnson, Schnatterly, & Hill, 2013). Research on the performance outcomes of tenure is, however, quite mixed (Johnson et al., 2013) and tends to focus on CEO tenure without taking into account the broader board and governance context (e.g., the insider ratio). Most corporate governance research to date has been undertaken using samples of the United States companies (Boyd, Haynes, & Zona, 2011). As a result, these studies tend to focus on the United States governance configurations where companies have a strong preference for chair and CEO duality, meaning that the chair and CEO are the same person. For example, duality is used in more than 68% of cases on the New York Stock Exchange (NYSE) compared with less than 10% in Australia (Fitzroy, Hulbert, & Ghobandian, 2012). Separation of the chair and CEO is preferred among Australian and London Stock Exchange listed companies such as BHP Billiton Limited and ANZ Banking Group Limited (Dalton & Dalton, 2005; Fitzroy et al., 2012). In Australia the chair provides an important mentoring and counter-balancing role to the power of the CEO who leads the executive team. Choices on separation and board composition in Australia reflect long run institutional pressures to adopt guidelines for best practice informed by agency theory outlined, for example, in the Australian Stock Exchange (ASX) Corporate Governance Principles and Recommendations (2014) — hence there importance. So in the Australian institutional setting, the chair has considerable power given his or her right to hire, performance manage and fire the CEO if need be (Kiel & Nicholson, 2003a). In practice the United Kingdom has followed a similar direction on corporate governance practices following findings published in the Cadbury (1992) Report and the Higgs (2003) Review (Boyd, 1996; Kiel & Nicholson, 2003a; Aguilera, 2005; Dalton & Dalton, 2005). In sum, there are similarities and differences in board structures around the globe and opportunities to develop deeper understanding based on this variation.