Leidos holdings, inc. | Independent board chairman at Leidos holdings, inc.

Status
26.94% votes in favour
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
LDOS
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
Technology
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.
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.
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.
Supporting statement
This proposal topic won 42% support at a previous Leidos annual meeting. This 42%-vote may have represented a majority vote from the more informed Leidos shareholders who have access to independent proxy voting advice.
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. According to the Leidos Corporate Governance Guidelines the Lead Director may have a somewhat ceremonial role.
Apparently the Lead Director does not collaborate with the Chairman on Board meeting schedules, he merely approves the schedules after the fact. The lead director has a "help" role, an "available" role, an "input" role on information that the Board has access to (that seems to mean that the "input" can be ignored).
The Leidos lead director seems to lack in having exclusive powers. Management fails to give shareholders enough information on this topic to make an informed decision in favor of management. 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.
In response to this proposal perhaps Mr. Robert Shapard, Leidos lead director and meanwhile the Chairman of the Board at Oncor Electric Delivery Company, can give specifics on the difference in duties and powers between a Chairman and a lead director.

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