BRISTOL-MYERS SQUIBB COMPANY | Independent board chair at Bristol-Myers Squid

Status
31.83% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
BMY
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
Health Care
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.
Supporting statement
SUPPORTING STATEMENT: 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 expedited 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.
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 Bristol-Myers. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO.
A lead director is no substitute for an independent Board Chairman. A lead director can be given a list of duties but there is no rule that prevents the Chairman from overriding the lead director in any of the so-called lead director duties and ignoring the advice of the lead director.
It is more important to have an independent board chairman when the stock price is falling. Bristol-Myers stock was at $80 in November 2022 and fell to $49 a year later.
Please vote yes:

Filed by Kenneth Steiner.

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