PPL Corporation | Independent board chairman at PPL Corporation

Status
16.57% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
PPL
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
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.
Supporting statement
We have been notified that a shareowner intends to present a proposal for consideration at the Annual Meeting. The proposal is submitted by Kenneth Steiner, whose address is 14 Stoner Ave., 2M, Great Neck, New York 11021-2100.

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 on an accelerated basis.

It is a best practice to adopt this proposal soon. However, 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. 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.

This proposal topic won 44% shareholder support at our 2020 annual meeting. This likely represented 51% support form the shares that have access to independent proxy voting advice and are not forced to rely on the biased views of management. PPL management should feel obligated to support the votes of 51% of shares that have access to independent proxy voting advice. The Board did nothing in response to this 44%-vote.

Although Mr. Craig Rogerson, our current Chairman, may be technically independent he has 18-year long tenure. As director tenure goes up director independence goes down. Plus under the current rules the board can give one person the 2 most important PPL jobs, Chairman and CEO, to one person on a moment’s notice. And Mr. Rogerson unfortunately has had major health problems and was the Chairman and CEO of a company that filed for bankruptcy.

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