BRISTOL-MYERS SQUIBB COMPANY | Adoption of board policy that chairperson of board be an Independent director at BRISTOL-MYERS SQUIBB COMPANY

Status
31.82% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
BMY
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
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 on an expedited basis.
Although it is a best practice to adopt this policy soon 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 Bristol-Myers Squibb annual
meeting proxy the BMY Lead Director has limited vague duties and lacks in having exclusive powers. For instance some of
the limited duties may mostly require only Lead Director approvals, which might be done on short notice after the vast
majority of work is done by others, and some of these powers are shared with others:
• Serving as liaison between the independent directors and the Board Chair and Chief Executive Officer
(A task that others can also do.)
• Approving the quality, quantity and timeliness of information sent to the Board
(A vague task that can be accomplished in the hour before a meeting.)
• Reviewing and approving meeting agendas only in regard to sufficiency of time
(A vague task that can be accomplished in the hour before a meeting.)
• Serving a key role in Board and Chief Executive Officer evaluations
(The Management Development Committee may do most of the work here.)
• Calling meetings of the independent directors
(A task that other directors can also do.)
• Lead at all meetings of the independent directors and any Board meeting when the Board Chair and Chief
Executive Officer is not present, if ever, including executive sessions of the independent directors
• Providing feedback from executive sessions of the independent directors to the Board Chair and Chief Executive
Officer and other senior management
(A task that other directors can also do.)
Plus management fails to give shareholders enough information on this topic to make a more informed decision. There is
no management comparison of the exclusive powers of the Office of the Chairman and the de minimis exclusive powers
of the Lead Director.

How other organisations have declared their voting intentions

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Rothschild & co Asset Management For

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