Northrop Grumman Corporation | Independent board chair at Northrop Grumman Corporation

Status
39.11% votes in favour
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
NOC
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
Industrials
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.
Whenever possible, the Chairman of the Board shall be an Independent Director.
Supporting statement
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.
It is a best practice to adopt this policy soon. However, this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
A Lead Director is no substitute for an independent Board Chairman. According to the 2022 Northrop Grumman annual meeting proxy the NOC Lead Director has limited vague duties and lacks in having exclusive powers.
•advise the Chair on and approve meeting agendas and information sent to the Board
(A vague task that can potentially be accomplished in the hour before a meeting. No categories of advice specified.)
•advise the Chair on and approve the schedule of Board meetings, assuring there is enough time.
(A task focused on scheduling and timing.)
•provide the Chair with input as to the preparation of Board and committee meeting agendas, taking into account the requests of the other Board and committee members
(A vague task that can potentially be accomplished in the hour before a meeting. No categories of input specified.)
•interview, along with the Chair and the Chair of the Governance Committee, Board candidates and make recommendations to the Governance Committee and the Board.
(The Governance Committee may do most of the work.)
•call meetings of the independent directors.
(A task that other directors can also do.)
Perhaps there should be a rule against a person who has been a CEO and a Chairman at the same time being named as lead director. Northrop Grumman lead director Mr. Donald Felsinger had years in the dual jobs of CEO and Chairman.
Past and present holders of both jobs at the same time would seem to have a special affinity for each other. Affinity is inconsistent with the oversight role of a lead director.
There is no statement that the lead director has a key role for the strategic direction of the company. There is no example of a lead director prevailing when there is a disagreement between the Chairman/CEO and the lead director.

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