3 At a recent international meeting of business leaders, Seamus O’Brien said that multi-ju

regulate corporate governance were futile because of differences in national culture. He drew particular attention to

the Organisation for Economic Co-operation and Development (OECD) and International Corporate Governance

Network (ICGN) codes, saying that they were, ‘silly attempts to harmonise practice’. He said that in some countries,

for example, there were ‘family reasons’ for making the chairman and chief executive the same person. In other

countries, he said, the separation of these roles seemed to work. Another delegate, Alliya Yongvanich, said that the

roles of chief executive and chairman should always be separated because of what she called ‘accountability to

shareholders’.

One delegate, Vincent Viola, said that the right approach was to allow each country to set up its own corporate

governance provisions. He said that it was suitable for some countries to produce and abide by their own ‘very

structured’ corporate governance provisions, but in some other parts of the world, the local culture was to allow what

he called, ‘local interpretation of the rules’. He said that some cultures valued highly structured governance systems

while others do not care as much.

Required:

(a) Explain the roles of the chairman in corporate governance. (5 marks)