Johnson & Johnson – Independent Board Chair (2021)
RESOLVED: Shareholders request the Board of Directors adopt as policy, and amend the bylaws as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, be an independent member of the Board. This independence policy shall apply prospectively so as not to violate any contractual obligations. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing …
Facebook, Inc. – Independent Board Chairperson (2020)
Resolved: Shareholders request the Board of Directors adopt as policy, and amend the bylaws as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, be an independent member of the Board. This independence policy shall apply prospectively so as not to violate any contractual obligations. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing …
Johnson & Johnson – Independent Board Chair (2020)
RESOLVED: Shareholders request the Board of Directors adopt as policy, and amend the bylaws as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, be an independent member of the Board. This independence policy shall apply prospectively so as not to violate any contractual obligations. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing …
Facebook, Inc. – Independent Board Chairman (2019)
Resolved: Shareholders request the Board of Directors adopt as policy, and amend the bylaws as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, be an independent member of the Board. This independence policy shall apply prospectively so as not to violate any contractual obligations. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing …
Facebook – Risk Oversight Committee (2018)
Resolved: Shareholders request Facebook’s Board issue a report discussing the merits of establishing a Risk Oversight Board Committee (at reasonable cost, within a reasonable time, and omit confidential and proprietary information). Supporting Statement: According to an article published by The Conference Board in the Harvard Law School Forum on Corporate Governance and Financial Regulation: A risk committee fosters an integrated, enterprise-wide approach to identifying and managing risk and provides an impetus toward improving the quality of risk reporting and monitoring, both for management and the board. This approach can assist the board in focusing on the “big picture.” A risk …
Zimmer Biomet – Product Safety & Quality (2017)
According to Zimmer Biomet’s Code of Business Conduct and Ethics, “Zimmer Biomet is committed to protecting the health and safety of its Customers, Team Members, the public and the environment” and “we have adopted and implemented regulatory compliant systems and processes to ensure the highest standards of quality and safety.” Product safety and quality issues present an area of high risk for Zimmer Biomet. Because its business is focused on orthopedic, prosthetic, and surgical appliances and supplies, and high production volumes, Zimmer Biomet is particularly exposed to regulatory, reputational, and recall related financial risks. Most companies in the medical device …
Merck – Product Safety & Quality (2017)
According to Merck’s Code of Conduct, “We are committed to meeting or exceeding customer and regulatory requirements regarding the research, development, manufacturing, packaging, testing, supplying and marketing of our products. Quality means consistently satisfying requirements and expectations by delivering products and services of the highest value in a timely manner.” Product safety and quality issues present an area of high risk for Merck. Because its business is concentrated on pharmaceuticals and high production volumes, Merck is exposed to litigation, regulatory, reputational, and recall related financial risks. Merck received a warning letter in 2016, a Form 483 in 2015, and six …
Environmental Practices – Chevron Corporation (2014)*
WHEREAS: Environmental expertise is critical to the success of companies in the energy industry because of the significant environmental issues associated with their operations. Shareholders, lenders, host country governments and regulators, and affected communities are focused on these impacts. A company’s inability to demonstrate that policies and practices are in line with internationally accepted environmental standards can lead to difficulties in raising new capital and obtaining the necessary licences from regulators. Chevron has been repeatedly cited for allegedly harmful environmental practices: In November, 2013, Ecuador’s highest court, upholding a 2011 judgement, found Chevron liable for $9.5 billion in damages arising …
Environmental Practices – Chevron (2013)
Environmental expertise is critical to the success of companies in the energy industry because of the significant environmental issues associated with their operations. Shareholders, lenders,host country governments and regulators, and affected communities are focused on these impacts. A company’s inability to demonstrate that its environmental policies and practices are in line with internationally accepted standards can lead to difficulties in raising new capital and obtaining the necessary licences from regulators. Chevron has repeatedly been cited for allegedly harmful environmental practices: In February, 2011, an Ecuadoran court judgment found Chevron liable for $8.6 billion arising from widespread contamination of Amazonian land …
Strategic Alternatives (Too Big to Fail) – Citigroup, Inc. (2013)
Report on the Strategic Alternatives to Citigroup’s Structure Resolved, that stockholders of Citigroup Inc. (“Citigroup”) urge that: 1. The Board of Directors should promptly appoint a committee (the “Stockholder Value Committee”) composed exclusively of independent directors to explore extraordinary transactions that could enhance stockholder value, including but not limited to an extraordinary transaction resulting in the separation of one or more of Citigroup’s businesses. 2. The Stockholder Value Committee should publicly report on its analysis to stockholders no later than 120 days after the 2013 Annual Meeting of Stockholders. 3. In carrying out its evaluation, the Stockholder Value Committee should …
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