Carlos Pombo, Universidad de los Andes, Colombia
Abstract: This study examines the determinants of CEO–COB leadership structure, focusing on why firms maintain CEO–COB duality despite widespread regulatory recommendations promoting role separation. Drawing on an international sample of 4,600 listed firms across 37 countries over the period 2012–2021, we conceptualize CEO–COB separation as a structural governance outcome shaped by ownership configurations and institutional environments rather than by managerial attributes alone. The results show that ownership heterogeneity plays a central role in explaining CEO–COB separation. Independent institutional investors significantly increase the likelihood of adopting a separated leadership structure, whereas family ownership discourages separation. We further show that blockholder contestability moderates these effects, with the impact of large shareholders depending on both their identity and relative voting power.
At the firm level, a higher fraction of independent directors consistently promotes CEO–COB separation, supporting the role of internal governance mechanisms. At the country level, regulatory quality increases the likelihood of separation, while cultural dimensions shape preferences for unified versus separated leadership structures. Overall, the findings demonstrate that CEO–COB separation is not a universally optimal governance arrangement, but rather a context-dependent outcome driven by ownership structures, governance mechanisms, and institutional environments. (Autores: Andrés Fernando Mejía-Amaya, Carlos Pombo, Félix López-Iturriaga)
