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When CEO Is Superhero, Chairman Is Sidekick

NEW YORK (TheStreet) -- Shareholder activists calling for an independent chairman at JPMorgan Chase (JPM) may be guided by principles of sound corporate governance, but they fail to see the biggest weakness in their case.

So long as Jamie Dimon stays CEO, he will be the boss.

JPMorgan's annual meeting is on Tuesday. Among the various proxy items subject to a shareholder vote is a proposal to split Dimon's dual roles as CEO and chairman of the board of directors.

Press reports suggest Dimon might quit if the vote goes against him. But if he does decide to stay and gives up his chairman title, it will probably make zero difference to how things are run at JPMorgan.

If history is any guide, when you have a strong CEO with a forceful personality, the chairman is often the one toeing the CEO's line and not the other way around.

Strong CEOs often have an overpowering influence on their boards, whether they are chairmen or not.

Steve Jobs was never chairman of Apple (AAPL) except for a brief period during his illness. But it was always clear that Jobs called the shots at Apple.

The late Apple co-founder famously hand-picked his board. The company was often criticized by corporate governance experts for having a board that was too cozy with the co-founder and CEO.

But who would have been strong enough to stand up to Jobs' fiery personality and win an argument with him?

And can anyone really argue that that model did not work for Apple? Was anyone successfully able to argue that Jobs be fired because he had too much power? Surely, not the second time.


"There's no 'we' in 'CEO,'" American International Group (AIG) CEO Bob Benmosche, told Bloomberg News in a recent interview.

The famously "in-your-face CEO" has a good relationship with AIG current chairman Steve Miller. But he constantly locked horns with former Chairman Harvey Golub, another strong personality, to the point of calling his relationship with Golub "ineffective and unsustainable."

In the end, it was Golub who turned in his resignation, not Benmosche. Golub said in a letter to the board that he was stepping down because "it was easier to replace a chairman than a CEO."

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