Salesforce.com, inc. | Policy forbiding company directors from sitting on other boards at Salesforce.com, inc.

Status
0.47% votes in favour
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
CRM
Lead filer
National Center for Public Policy
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Other
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders of Salesforce Inc. (the “Company”) request the Board of Directors to adopt a policy, and amend the bylaws as necessary, forbidding Company directors from simultaneously sitting on the boards of directors of other companies.

This policy would be phased in for the next election of directors in 2024. All Company directors who are currently directors at other companies would have to resign from those positions in order to meet the requirements for being nominated to the Board.
Supporting statement
Supporting Statement by Stockholder Proponent

Almost every Salesforce director currently sits on the boards of other companies and organizations:

Chair and Co-CEO Marc Benioff is also on the boards of the World Economic Forum and the University of Southern California, and is a member of the Council on Foreign Relations and the Business Roundtable
Director Robin Washington is also a director at Alphabet, Honeywell and Vertiv Holdings
Director Maynard Webb is also a director at Visa
Director Susan Wojcicki is also the CEO of YouTube
Director Laura Alber is also a director at and the CEO of Willams-Sonoma, and is on the board of the University of Pennsylvania
Director John Roos is also a director at Rakuten
Director Alan Hassenfeld is also the Chairman Emeritus of Hasbro
Director Oscar Munoz is also a director at CBRE Group, Univision and Archer Aviation
Director Sanford Robinson is also a director at Cassava Sciences
Director Craig Conway is also a director at Nutanix Inc.

And it’s not just the Board – the majority of Salesforce executives also currently sit on the boards of other companies and organizations. For example, CFO Amy Weaver is also a director at McDonalds and Habitat for Humanity, CIO & EVP Juan Perez is also a director at Hershey, and EVP & CIO Suzanne DiBianca serves on multiple councils for the United Nations and the World Economic Forum.

Salesforce isn’t alone in this regard – nearly all large corporations are guilty of contributing to the corporate incest problem that’s plaguing the management of American business.

While this corporate practice may seem innocently cooperative to some, it creates a situation in which board members across corporations and non-profits are interchangeable and thus have more allegiance to each other than they do to the companies they are supposed to serve. In other words, the sharing and swapping of board members between corporations has given rise to an elitist managerial class that has sway over most large companies at the same time. we believe that the role of directors is to provide oversight of management independent of the interests of other companies and organizations. There is a potential conflict of interest for directors to oversee management of more than one business or organization at the same time.
Currently, Salesforce is a contributor to this problem. By adopting this proposal, the Company can become a leader amongst other large corporations in prioritizing the interests of shareholders over the interests of the managerial class.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Rothschild & co Asset Management Against

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.