# kaal:claim:3373393-012

**Claim.** The standard remedy of appointing outside independent directors to separate decision management from decision control is undermined because CEOs often dominate the board, which makes the separation much more difficult and hurts shareholders.

**Type.** failure  **Support.** argued

**Holds when.**

- boards where the CEO is dominant

**Source quote.**

> However, CEOs who often dominate the board make the separation of these functions much more difficult, which hurts shareholders.

**From.** Wulf A. Kaal, *Blockchain Solutions for Agency Problems in Corporate Governance* (2019), II.1 Remedial Attempts, page 9

**Cite as.** Wulf A. Kaal, Blockchain Solutions for Agency Problems in Corporate Governance (2019). SSRN: https://ssrn.com/abstract=3373393

**Verify.** sha256 of source PDF `4d1424b9ba9aff8a61bc7a0dddd02cded93785e5843685dde76c07dcdb23961e` at https://raw.githubusercontent.com/wulfkaal/Academic-Papers/main/papers/pdf/Kaal%20-%202019%20-%20Blockchain%20Solutions%20for%20Agency%20Problems%20in%20Corporate%20Governance.pdf

**Failure mode.** ceo-board-dominance  (family: board-and-oversight-failure)

**Topics.** corporate-governance, governance-design

**Keywords.** independent-directors, board-governance, ceo-dominance, decision-control

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