CVS Health Corporation | Prevent company directors from simultaneously sitting on board of other company at CVS Health Corporation

Status
1.30% votes in favour
AGM date
Previous AGM date
Proposal number
9
Resolution details
Company ticker
CVS
Lead filer
National Center for Public Policy
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Other
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders of CVS Health Corporation (the “Company”) request the Board of Directors to adopt a policy, and amend the bylaws as necessary, forbidding Company directors from simultaneously sitting on the boards of directors of other companies.

This policy would be phased in for the next election of directors in 2024. All Company directors who are currently directors at other companies would have to resign from those positions in order to meet the requirements for being nominated to the Board.
Supporting statement
Supporting Statement:

The majority of CVS directors currently sit on the boards of other companies and organizations.1
● “Independent Chair” of the CVS Board Roger Farah is also a board member at Progressive (how very “independent” of him!)
● Edward Ludwig is also the lead independent director of Boston Scientific (very “independent” of him as well!)
● Mary Schapiro is also a board member at Morgan Stanley and is a special advisor to the founder and chairman of Bloomberg
● Anne Finucane is also Chair of the Board of Bank of America Europe DAC
● Nancy-Ann DeParle is the Managing Partner of Consonance Capital Partners and is also on the board of HCA Holdings (which is also a healthcare company – what a weird coincidence!)
● Jeffrey Balser is also the President and CEO of Vanderbilt University Medical Center and on the boards of Tulane University and the Nashville Health Care Council
● Alecia DeCoudreaux is also the President Emerita of Mills College and Chair of the boards of Parnassus Funds Trust and the Parnassus Income Funds Trust
● William Weldon is also a board member at Fairfax Financial Holdings
● Fernando Aguirre is also a board member at Barry Callebaut AG and Synchrony Financial
● CVS CEO Karen Lynch is also a member of the Business Roundtable (an organization who’s [sic] very purpose is to bring together CEOs of various companies under a united agenda)

CVS isn’t alone in this regard – nearly all large corporations are guilty of contributing to the corporate incest problem that’s plaguing the management of American business.

While this corporate practice may seem innocently cooperative to some, it creates a situation in which board members across corporations are interchangeable and thus have more allegiance to each other than they do to the companies they are supposed to serve. In other words, the sharing and swapping of board members between corporations has given rise to a managerial class that has sway over most large companies at the same time.

How other organisations have declared their voting intentions

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

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