COLGATE-PALMOLIVE COMPANY | Independent board chairman at COLGATE-PALMOLIVE COMPANY

Status
34.43% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
CL
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
Consumer Staples
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 follows:
Whereas clause
Selection of the Chairman of the Board the Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.

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. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
Supporting statement
John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of at least 100 shares of Common Stock, has informed us that he intends to offer the following resolution for consideration at the Annual Meeting.

Supporting statement:
This proposal topic has built up momentum at Colgate-Palmolive. Year after year it has progressed form 37% to 46% to 47% support. The 47% support likely means close to 55% support form the shares that have access to independent proxy voting advice and are not forced to rely on the biased opinion of management. Colgate-Palmolive should support the vote of a majority of shareholders who have full access to the pro and con arguments.

Colgate-Palmolive is Exhibit A in why the Lead Director role is an empty suit compared to an independent Board Chairman. Our Lead Director, Mr. Stephen Sadove, attracts negative shareholder votes. Mr. Sadove received the most negative shareholder votes in 2020 and 2021 and the second highest negative votes in 2022.

Mr. Sadove's negative votes were up to 35-times the number of negative votes of other CL directors. Mr. Sadove violates the most important attribute of a Lead Director - independence. As director tenure goes up director independence goes down. Mr. Sadove has 16-years tenure. Mr. Sadove's long tenure makes him a prime candidate to retire.

With the current CEO serving as Chair this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman.

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 the CEO office and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.

This is proposal is especially important due to our lackluster stock price since 2017 when it was $76.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Rothschild & co Asset Management For

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