THE HOME DEPOT, INC. | Adopt an independent board chair at THE HOME DEPOT, INC.

Status
Filed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
HD
Lead filer
Individual
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
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.
Supporting statement
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.
Wherever 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 our company.
A lead director is no substitute for an independent Board Chairman. Plus the Home Depot Lead Director violates the most important attribute of a Lead Director – independence. As director tenure goes up director independence goes down. The Home Depot lead director has 25-years long director tenure.
Home Depot has 2 directors with more than 17-years tenure each. This could be a red flag for poor Board refreshment and lack of succession planning.

How other organisations have declared their voting intentions

Organisation nameDeclared voting intentionsRationale
Anima SgrForIt is generally in shareholders' best interest to separate the positions of CEO and chairman in order to avoid potential conflicts of interest that may arise when one person holds both positions.
Rothschild & co Asset ManagementFor

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