Caterpillar Inc. | Independent board chairman at Caterpillar Inc.

Status
31.33% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
CAT
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
Industrials
Company HQ country
United States
Resolved clause
RESOLVED: 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 Company 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.



Although it is a best practice to adopt this proposal promptly this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
Supporting statement
SUPPORTING STATEMENT: This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic. Thus Caterpillar Director David Calhoun (who already has too much on his plate at Boeing) is the Boeing CEO and is not the Boeing Chairman.



Caterpillar also does not have a lead director. Caterpillar has a presiding director which is typically a weak version of a lead director role. Plus there is a vague presiding director rotation policy at CAT which could mean that if the CAT Chairman does not like the presiding director there is a turnkey method to rotate the presiding director out of that role.



A presiding director is no substitute for an independent board chairman. A presiding director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A presiding director can delegate most of the presiding director duties to others and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.



A presiding director can be given a list of duties but there is no rule that prevents the Chairman from overriding the presiding director in any of the so-called presiding director duties.

Filed by John Chevedden.

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