THE DOW CHEMICAL COMPANY | Independent board chairman at THE DOW CHEMICAL COMPANY

Status
26.40% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
DOW
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Materials
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as
necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO
Supporting statement
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to
serve while the Board is seeking an Independent Chairman of the Board.
This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then
adopted this proposal topic.
A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder
meeting and cannot even call a special meeting of the board. A lead director can delegate most of his lead director
duties to the CEO office and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.
A lead director can be given a list of duties but there is no rule that prevents the Chairman from overriding the lead
director in any of the so-called lead director duties.
Unfortunately management has stacked the deck against this worthy proposal. For instance management sends out
multiple reminders for shareholders to vote to the shareholders who are most likely to have no access to
independent proxy voting advice. Thus the shareholder support for this proposal topic at Dow will be understated.
The lackluster performance of Dow stock is one more reason to vote for this proposal. Now is a good time for a
change for the better

How other organisations have declared their voting intentions

Organisation nameDeclared voting intentionsRationale
KBI Global InvestorsFor
Sandbar Asset Management LLPFor
Anima SgrForWe are aware that many large companies maintain the combined posts of chairman and CEO; however, it is generally in shareholders' best interest to separate these positions. The board's primary responsibility is to represent the company's shareholders, as well as to provide management oversight and ensure accountability. Potential conflicts of interest may arise when one person holds both the chairman and CEO positions. We are in favor of the separation of the chairman and CEO positions as a matter of good corporate governance. Inherent in the chairman's job description is the duty to assess the CEO's performance. This role of objectively assessing CEO performance is compromised when a chairman is in charge of evaluating her/his own performance as CEO. This objectivity may also be compromised, or may be perceived to be compromised, when an affiliated board chairman is in charge of evaluating and reviewing the performance of management. Moreover, a unified chairman and CEO position poses a direct threat to the smooth functioning of the entire board process since it is the ultimate responsibility of the chairman to set the agenda, facilitate discussion, and make sure that directors are given complete access to information in order to make informed decisions.
Irish Life Investment ManagersFor

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