TARGET CORPORATION | Independent board chairman at TARGET CORPORATION

Status
32.55% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
TGT
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
Consumer Discretionary
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.

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."
Supporting statement
"This proposal topic won 46% support at an earlier Target annual meeting. The 46% support most likely represented a majority vote from the shares that had access to independent proxy voting advice and are the shares that represent the most informed voting decision.

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 Otis. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.

A Lead Director is no substitute for an independent Board Chairman. A lead director is not responsible for the strategic direction of the company. And a Chairman/CEO can ignore the advice and feedback from a lead director, especially from a lead director with low stature as far as a day job.

The qualification of the person who is the current Target lead director is evidence that Target does not take the role of lead director seriously. The day job stature of Ms. Monica Lozano, Target Lead Director, is president of a foundation for 6-years that is not even listed by Wikipedia in 2022.

Ms. Lozano also has excessive tenure of 17-years on the Bank of America Board. As director tenure goes up director independence goes down. Ms. Lozano chairs the executive pay committee at Bank of America where lack of director independence is unsettling.
"

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Kutxabank Gestion SGIIC SAU. For
Anima Sgr For As it is generally 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.
Rothschild & co Asset Management For

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