GENERAL ELECTRIC COMPANY | Independent board chairman at GENERAL ELECTRIC COMPANY

Status
31.78% votes in favour
AGM date
Previous AGM date
Proposal number
1
Resolution details
Company ticker
GE
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
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 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.
This policy could be phased in when there is a
contract renewal for our current CEO or for the
next CEO transition.
This proposal topic won 52% support at Boeing
and 54% support at Baxter International in
2020. Boeing then adopted this proposal topic.
Supporting statement
Kenneth Steiner has notified us that he intends to submit the following proposal at this year’s meeting:
The so-called lead director role does not seem to be working at GE. Lead director Thomas Horton received 153 million against vote in 2022 compared to 5 million against votes each for certain other GE directors. Plus management pay was rejected by an alarming 34% of shares in 2022 when a 5% rejection is often the norm at well performing companies. Perhaps there should be a rule against a person who has been a CEO and a Chairman at the same time being named as Lead Director. Mr. Horton had years in the dual jobs of CEO and Chairman at American Airlines. Past and present holders of both jobs at the same time would seem to have a special affinity with the GE person who now has both GE jobs. Affinity is inconsistent with the oversight role of a Lead Director. A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of his lead director duties to others and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on. 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 ignore the advice of the lead director. It is time for an Independent Board Chairman since the bottom has fallen out of GE stock since it was at $242 in 2016

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Anima Sgr For A vote FOR this proposal is warranted given the importance of having an independent board chair. (item 5 according to my agenda). Although Sustainability Advisory Services recognizes that many companies maintain the combined posts of chairman and CEO and perform well with this arrangement, many shareholders believe that it is preferable to separate these positions. The board is responsible for overseeing management and instilling accountability, and conflicts of interest may arise when one person holds both the chairman and CEO positions, thereby leading both the management team and the board which oversees it. Effective board oversight may be enhanced by independent leadership.

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