CHARTER COMMUNICATIONS, INC. | Independent Board Chairman at CHARTER COMMUNICATIONS, INC.

Status
Omitted
Previous AGM date
Resolution details
Company ticker
CHTR
Lead filer
John Chevedden
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
Telecom
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 as soon as possible. Selection of the Chairman of the Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer. The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim 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. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. It is especially important to always have an independent board chairman at a company like Charter Communications, that has as much poor corporate governance as Charter Communications has. Charter Communications ranks 9 on overall corporate governance with 10 being the worst possible score. Charter Communications also ranks on the bottom at 10 on executive pay. Charter Communications only allows a shareholder vote on executive pay once in 3‑years while the vast majority of well‑performing companies have an annual vote on executive pay. The last time Charter Communications shareholders voted on executive pay 29% of Charter Communications shares rejected Charter Communications executive pay. A 5% rejection is often the norm at well‑performing companies. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting investor confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to the Company’s long‑term sustainability and credibility.

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