AMGEN INC. | Separate Chairman and CEO at AMGEN INC.

Status
Omitted
AGM date
Resolution details
Company ticker
AMGN
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
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
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 our company. A lead director is no substitute for an independent Board Chairman. Additionally Amgen may not have the best person as lead director. Lead director, Robert Eckert, has 13-years long tenure as an Amgen director. As director tenure goes up director independence goes down. Independence is the most important attribute in a lead director because the Amgen Chairman is not independent. Previously Mr. Eckert had 11-years as a CEO and Chairman at a toy company. I have not seen any argument that more than a decade in the 2 jobs of Chairman and CEO at a toy company is the best qualification for overseeing the Amgen person who has more than a decade in the 2 jobs at Amgen.

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