IQVIA Holdings | Separate Chair & CEO at IQVIA Holdings

Status
34.10% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
IQV
Lead filer
Individual
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
Health Care
Company HQ country
United States
Resolved clause
Resolved: Myra K. Young, of CorpGov.net, requests the Board of Directors adopt as policy and amend 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 to avoid violating any contractual obligations. If the Board determines that a Chair who was separated when selected is no longer independent, the Board shall select a new Chair who satisfies the policy requirements within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chair. This policy would be phased in for the next CEO transition.
Supporting statement
Supporting Statement

• The role of the CEO and management is to run the company.
• The role of the Board of Directors is to provide independent oversight of management and the CEO.
• There is a potential conflict of interest for a CEO to have an inside director act as Chair.

Shareholders are best served by an independent Board Chair who can provide a balance of power between the CEO and the Board. This step is in the long-term interests of shareholders and will promote effective oversight of management. In the S&P 500, independent board chairs increased from 30% in 2018 to 37% as of June 2022, while companies combining the chair and CEO roles decreased from 49% to 44%. IQVIA Holdings is particularly in need of effective and unconflicted oversight, as evidenced by shareholder votes at our 2022 annual meeting:

• 100% of the shares voted to declassify the board
• 58.6% of shares voted to require a majority vote to elect uncontested directors. As of this filing, the Board has failed to adopt this measure.(1)
• 24% of shares voted against the advisory vote on executive officers’ compensation

The risk of lawsuits, sustained public controversy, and regulatory intervention, whether ultimately found to be justified or not, are strong arguments for the need for continuous, effective, and unconflicted board oversight of corporate management. This request should be seen in the context that our Company does not have any limit on the number of boards our directors can serve on. Neither does it allow shareholders to call special meetings or act by written consent. Our board is locked into an outdated governance structure that reduces accountability to shareholders, increasing the likelihood of stagnation. To ensure our Board can provide rigorous oversight for our Company with greater independence and accountability, we urge a vote FOR this shareholder proposal.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Rothschild & co Asset Management For
Anima Sgr For It is generally in shareholders' best interest to separate the positions of CEO and chairman in order to avoid potential conflicts of interest that may arise when one person holds both positions, e.g. in situations where a chairman is in charge of evaluating her/his own performance as CEO or 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.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.