A large majority of states in the US, including Delaware, where many companies are incorporated, stipulates the primacy of the shareholders over other stakeholders. In the EU, the law and/or the various governance codes, in a majority of countries stipulate the primacy of the company's interest i.e. the combined interest of the various stakeholders (customers, employees, suppliers to name a few). This is a fundamental difference with broad implications. The American reasoning goes somewhat as follows: if directors look out for the long term interest of shareholders they will also be deemed to have taken care of the corporation's other stakeholders. European reasoning for the most part stresses the interest of the company as a separate entity from its shareholders and as a confluence of different interests that must be balanced. The European model holds that Directors (board members) are expected to look after the interest of the company and the American model holds that Directors are expected to look after the shareholders. In many European countries shareholders cannot bring legal action against a director only the company can take such action. The two models are quite different indeed.

Your questions to address:

1. What is the rationale (mildly noted above) of the American position on governance - shareholders (owners of the company) are to whom the board is accountable.
2. What is the rationale (mildly noted above) of the European position on governance - stakeholders (not necessarily the owners) are to whom the board is accountable.
3. So - what is your position? If you owned a company or held ownership in a company, would you want your board and executive team to be accountable to you the owner or other stakeholders? Or, perhaps both?
4. Finally, U.S. law stipulates that corporations can have the CEO and Chair of the Board be the same person. European Union law stipulates that corporations need to have separate CEO and Chair of the Board. What are the benefits and risks of both?