> board has a fiduciary duty to conduct an independent investigation

What are you basing this on?

> It is completely routine

This is bullshit. In a majority of cases where the Board independently investigates a public-company CEO, the CEO gets removed [1].

[1] https://www.gsb.stanford.edu/faculty-research/publications/s...

> Nowhere do they say they are investigating the CEO

They don’t have to. If you know anything about how Boards work, you know what this means.

Boards don’t independently investigate anything with outside counsel as a regular matter of course. They have their CEO do it.

To round this out, CEOs survive independent Board investigations about half the time. But it points to a diminishment of their power and trust.

Both are based on the linked statement, the primary source. A Board forming an independent committee with outside counsel means it’s considering implicating the CEO. You don’t say that. But you also don’t do this if you have full trust and confidence in your executive.