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In the weeks and months after Immelt left GE in 2017, a parade of negative stories and embarrassing disclosures revealed major problems that sent the company’s stock into a long decline. Conversations about what happened inevitably shifted to blame, and Immelt was the obvious target. He had spent sixteen years at the top and, regardless of what Welch had left for him, he’d had plenty of time to fix it. But there was plenty of blame to go around. Perhaps most of it should be placed on the board of directors, the independent group that oversees the CEO. Board members claimed to have been unaware of problems and to have gotten bad guidance from external advisers, and they said they didn’t understand how the company went from good to bad seemingly overnight. Some directors had no experience in GE’s business lines, others had trouble staying awake during meetings, and many stumbled away from GE’s collapse wondering, How could we have known? It had been their job to know, however, and their job to ask the hard questions that weren’t fully answered, or were never asked at all. It was their job to oversee management, and it was their job to protect investors from fatal hubris. Still, the path ultimately leads back to Immelt. As chairman, he was also responsible for steering the board. There is no doubt that GE’s size and complexity, which grew exponentially under Immelt, made it difficult or even impossible to manage. The CEO of a company is responsible for its daily functions and for managing its operations, however vast. The chairman guides the board, which is responsible for overseeing management and the CEO. When the board chair and CEO are the same person, the top executive is essentially his own boss. It can only get worse with time if a chairman remakes the board to his own liking. Simply put, it is terrible governance to give so much power to a single person and so little voice to shareholders. That is one reason this governance structure has been slowly fading from corporate America since the Enron era.
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