You are the owner of this article.
You have permission to edit this article.
Edit
top story

On business: SCANA breaks with tradition by splitting chairman, CEO roles

  • Updated
VC Summer (copy) (copy)

SCANA Corp. finance chief Jimmy Addison (above) is replacing Kevin Marsh as CEO starting Jan. 1. File/Sean Rayford/Special to The Post and Courier

The changing-of-the-guard at South Carolina's biggest publicly traded business includes two abrupt retirements and several in-house promotions.

Largely unnoticed amid the senior management shakeup was a sudden break from a long tradition in the upper echelon at SCANA Corp. The utility owner, facing blistering scrutiny over the failed V.C. Summer nuclear plant expansion, will be splitting the combined chairman and chief executive officer role now held by the retiring Kevin B. Marsh.

Starting Jan. 1, the lofty titles at the state's largest public company will be spread among two decision-makers, rather than one.

Building business (copy)

Charleston businessman Maybank Hagood shows off some of the flooring products that one of his companies distributes. The longtime SCANA Corp. director will become chairman of the embattled utility owner's board in January. File

"The ranks of SCANA and its subsidiaries are filled with dedicated employees, and they will be in good hands under the leadership of Maybank Hagood as chairman and Jimmy Addison as CEO," Marsh said in announcing the changes Tuesday.

The move will put the South Carolina Electric & Gas parent in lockstep with the other publicly traded businesses headquartered in the Palmetto State. Among that group of about 20, just two — AVX Corp. and Delta Apparel — operate under the CEO-as-chair model. SCANA declined to comment. 

To split or not to split the jobs is a question that's vexed public companies and their investors for years. 

The theory goes that an independent chair sharpens a board's ability to represent shareholders and oversee the executive suite by establishing clear lines of authority while eliminating conflicts in several key areas, such as pay, performance reviews and succession planning.

The structure also frees up the CEO to focus solely on running the business and boosting returns. 

The trend in Corporate America is clear. The Spencer Stuart 2016 Board Index found that 48 percent of the companies in the S&P 500 stock index separated their chairman and CEO functions as of last year, up from 41 percent in 2011 and 33 percent in 2006.

But the debate goes on.

"There are advocates for both sides of the argument regarding independent chairs," according to Mercer, the big global corporate consulting firm. "Splitting the role of chair and CEO may create an effective, balanced governance structure in some cases."

Or maybe not.

"There is little research support for requiring a separation of these roles," two Stanford University experts on boardroom matters said in a June 2016 report. "Most research finds that the independence status of the chairman is not a material indicator of firm performance or governance quality."

Even so, the issue continues to rankle the ranks of the Fortune 500 and other big businesses, driven partly by vocal activist shareholders or union pensions looking to grab management by the collar.

California's state pension fund, for example, railed at ExxonMobil officials during the oil giant's 2016 annual meeting, arguing that having the CEO serve as chairman is akin to “grading your own exam papers,” according to the Stanford University report.

Wells Fargo divvied up the two jobs last year after a sales-commission scandal rocked the big lender to its core.

Walt Disney Co. and Bank of America have taken the opposite tack by reunifying their CEO and chairman positions in recent years. 

JPMorgan Chase's Jamie Dimon has managed to hold onto both hats despite two high-profile campaigns to strip him of his board title. 

SCANA, apparently, is making the change voluntarily. Its investors hadn't been screaming for an independent chair, though Institutional Shareholder Service, a corporate governance advisory firm, has flagged Marsh's dual role as a risk for the company.

Dallas attorney Michael Stockham, a litigation partner at Thomas & Knight LLP who has written about the chairman-CEO debate, said it isn't unique for companies to separate the two functions when they change management. The overall results are "a mixed bag," he added.

In the case of SCANA, he said, the questions will be about whether the move "ultimately provides value for the board, improves corporate governance and increases shareholder value.”

“And whether they decide to recombine the jobs somewhere down the way," Stockham said.

The new guard is actually not new at all at the embattled SCE&G parent. 

Addison, the incoming CEO, is a 25-year company veteran who's been SCANA's chief financial officer since 2006.

Hagood, the newly appointed chairman, runs North Charleston-based Southern Diversified Distributors Inc. and William M. Bird. He's been a SCANA director for nearly two decades, following in the footsteps of his father.

They'll have their work cut out for them, as both acknowledged last week. Perhaps it's best that they share the load. 

Our twice-weekly newsletter features all the business stories shaping Charleston and South Carolina. Get ahead with us - it's free.


Contact John McDermott at 843-937-5572 or follow him on Twitter at @byjohnmcdermott

Get up-to-the-minute news sent straight to your device.

Topics

Breaking News

Columbia Breaking News

Greenville Breaking News

Myrtle Beach Breaking News

Aiken Breaking News

N Augusta Breaking News