BLACKROCK, INC. | Amend bylaws to require independent board chair at BLACKROCK, INC.

Status
13.09% votes in favour
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
BLK
Lead filer
Bluebell Capital Partners Limited
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
RESOLVED: Effective BlackRock AGM 2025, amend Art. IV (OFFICERS) Section 4.1 (Designation) of the Bylaws from current text “…The Board of Directors of the Corporation, in its discretion, may also elect a Chairman of the Board of Directors (who must be a director)…” to the proposed text: “…The Board of Directors of the Corporation, shall elect a Chairman of the Board of Directors who must be an Independent Director (and if the Board determines that a Chairman who was independent when selected is no longer independent, the Board shall select a new Chairman who satisfies the requirements of the policy within a reasonable amount of time)…”
Supporting statement
SUPPORTING STATEMENT: The CEO of BlackRock is also the Chairman. The role of the CEO is to run the company. The role of the Board is to provide independent oversight of the CEO. Therefore, in general terms, there is an inherent conflict of interest for a CEO to act as her/his own oversight as Chair. Whilst each situation needs to be reviewed on a case-by-case basis, the lack of independent oversight within BlackRock’s Board, can be evidenced by the numerous contradictions and inconsistencies between BlackRock’s ESG strategy and its implementation.

The Board has conistently failed to:

1. Recognize and address the growing risk of ‘greenwashing’, despite an inconsistent and contradictory approach to ESG investing. In the 10K report, BlackRock neglects to identify ‘greenwashing’ as a standalone risk category, despite its relevance, on account of BlackRock’s continuous ESG claims and potential representations. Notable examples of inconsistencies and contradictions include BlackRock’s voting in support of companies’ management in (i) increasing production of thermal coal; (ii) polluting the Mediterranean Sea shores with chemicals, to the point of inducing permanent changes to the local coastal landscape morphology; (iii) opposing shareholders owning ninety percent of the capital of a Swiss listed company, to appoint more than one director to the Board; (iv) supporting the CEO of an Italian defense company sentenced to jail for committing financial fraud; and (v) opposing a liability action against management of a systemic bank who committed accounting fraud. These examples are based on a small sample of companies where both BlackRock and Bluebell Capital Partners, or its affiliates, were invested in recent years. An exhaustive list might reveal a much longer list of ESG inconsistencies and contradictions.

2. Promote and adopt the same corporate principles that BlackRock itself advocates in the companies it invests in, on behalf of its clients. BlackRock has an oversized Board with seventeen Directors, a joint CEO/Chair and an outgoing Lead Independent Director who has been on the Board for more than two decades. Additionally, key committees such as Risk and Audit are respectively chaired by a Non-Independent Director and a Director who has served on the Board for more than nine years.

To ensure adequate time for the Board to select an Independent Chair, the resolution should be phased in by BlackRock’s AGM in 2025.

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