NiSource Inc. | Independent board chairman at NiSource Inc.

Status
38.04% votes in favour
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
NI
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
Utilities
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
Mr. John Chevedden of 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, who beneficially owns a requisite number of shares of common stock, has informed the Company that he plans to present the following proposal at the meeting. 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 on an accelerated basis.
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.
The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.
This proposal simply translates the current practice at NiSource of an independent chairman into an enduring policy. This proposal is more important to NiSource because NiSource has not named in one place the duties of a lead director should NiSource not have an independent board chairman.

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