CITIGROUP INC. | Independent Board Chairman at CITIGROUP INC.

Status
18.19% votes in favour
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
C
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
Financials
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.
Management says it supports having an independent Director in a Board leadership position. However management
inconsistently has a bylaw that allows it to indefinitely have one person hold the 2 most important jobs at Citigroup
as long as there is a so-called lead director.
The so-called lead director could then have excessive board tenure that would impair director independence. The
lead director could also be a person who staunchly believes the 2 most important jobs in a $250 Billion company
like Citigroup should be held by one person and that the person holding the 2 positions at once should be given the
upmost deference.
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 others 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 very shareholders who are most likely to have
no independent proxy voting advice. Thus, the shareholder support for this proposal topic at Citigroup will be
understated.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Rothschild & co Asset Management For
Anima Sgr For It is 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.
KBI Global Investors For

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