Explanation

This question asks which statement is least likely a corporate governance best practice for a board of directors.

Let's analyze each option:

A. Consist of a majority of independent members. ✅

• This is a well-established corporate governance best practice
• Independent directors provide objective oversight and reduce conflicts of interest
• Required by many stock exchanges and regulatory bodies

B. Protect the interests of debt holders. ✅

• Boards have fiduciary duties to all stakeholders, including debt holders
• Protecting creditor interests is part of responsible corporate governance
• Ensures the company maintains good credit standing and access to capital

C. Maintain independence from management. ✅

• Fundamental principle of good corporate governance
• Allows for objective oversight of management performance
• Prevents conflicts of interest and promotes accountability

D. Appoint a chief executive officer (CEO) to serve as chairman of the board. ❌

• This is NOT a corporate governance best practice
• Having the CEO serve as chairman creates a conflict of interest
• Separating the roles of CEO and chairman is considered best practice
• Combined roles reduce board independence and oversight effectiveness

Correct Answer: D

The practice of having the CEO serve as chairman of the board is generally discouraged in corporate governance best practices because it concentrates too much power in one individual and reduces the board's ability to provide independent oversight of management.