bp Chairman Ouster Highlights the Risks of Blurred Governance Lines

On Tuesday bp’s board kicked out its own chairman. And the story continued to get messier.

In the company’s press release, Amanda Blanc, Senior Independent Director, was quoted as saying:

“Albert has helped bring a welcome focus and pace to bp’s transformation. However, the board has been surprised and disappointed to learn of governance oversight and conduct issues it deems unacceptable and has taken decisive action.”

That’s already strange. It’s not every day that a $100 billion enterprise pushes out its chairman.

Then The Wall Street Journal reported the following details:

Concerns about Manifold’s abusive behavior relate to conduct toward both junior and senior employees, the people familiar with the matter said. In addition, the board believed that Manifold shared privileged information with people who weren’t supposed to have it and withheld information from the board, one of the people said.

Now that’s getting stranger.

A chairman with enough access to act abusively toward junior employees has too much internal exposure.

Full stop.

The board’s job is to put guardrails in place so the CEO and their executive leadership team are running the company in a manner consistent with shareholder interests and the company’s long-term health.

A chairman deeply embedded in day-to-day operations starts to blur the line between board and management, which is exactly the line good governance depends on.

Also, withholding information from the board is a cardinal sin in the governance world.

One of the most important pursuits of the board is to gather enough information to keep pace with a management team that is fully immersed in the business day to day.

This is a case of the chairman in effect sabotaging the board he’s supposed to lead.

Want one final, even stranger piece?

The former bp chairman spoke to Bloomberg and disputed the board’s claim, while noting, “The board’s statement this morning acknowledged the focus and pace I brought.”

This is truly wild.

Typically when high-profile departures occur, you hear very little in the way of details.

Each side goes their separate ways, with little to nothing said publicly about the run-up to what happened.

Presumably the bp board is concerned about potential liability, which is why they wanted to make it clear about the timing and the nature of the departure.

And then the now former chairman is pointing to the board’s acknowledgement of the focus and pace he brought, even though the board also clearly said there were oversight and conduct issues.

It’s rare to see the run-up to a chairman’s departure litigated in real time across press releases and reporter interviews.

But Tuesday was one of those days.

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