On February 2, Amazon offered “over 10,000” different models of “executive chair,” many described in great detail.
But nowhere did Amazon’s articles of incorporation, bylaws, and corporate governance guidelines, all available on the Investor Relations section of its site, describe the “executive chair” position that Jeff Bezos, its current CEO and board chair, had just announced that he would soon occupy.
In an e-mail to employees, Bezos promised that he would “stay engaged in important Amazon initiatives but also have the time and energy I need to focus on. . . my other passions,” and reassured them (and investors and customers) that “this isn’t about retiring.”
But it’s not about clarity, either; and Amazon is not alone in that regard.
Few major corporations (with Celanese a notable exception, in pages 3 and 16-17 of its Corporate Governance Guidelines) refer in their governance documents to an executive chair. In fact, many of those documents detail the functions of a non-executive chair, that is, a director who chairs the board but is not a full-time employee of the company.
Only in 2017 did the National Association of Corporate Directors publish “The Role of the Executive Chair FAQ,” summarizing the office as “a temporary position fulfilled by the former combined CEO/chair who has relinquished the CEO title while remaining board chair and onboarding an incoming CEO.” The NACD noted that “[c]reating this role is not standard practice.”
Before Jeff Bezos, today’s most successful executive, assumes his new role, Amazon should disclose its definition of the responsibilities of an executive chair.
That might inspire other boards to develop and document many of the basic procedures and practices connected to their more traditional chairs.
For instance, how, and how regularly, are chairs (s)elected by the board? What is the succession planning process for board chairs? How can they be removed, and for what (if any) specific reasons? Are there age and/or term limits for the office? Are chairs granted any special voting powers—like, for example, Vice President Kamala Harris’s ability to break tie votes in the U.S. Senate?
Those answers should be almost as easy to find on corporations’ Web sites, for anyone interested, as actual chairs are on Amazon’s.