Xylem inc. | Independent board chairman at Xylem Inc.

Status
38.76% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
XYL
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
Utilities
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.



Although it is a best practice to adopt this policy soon 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. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.



This proposal is important to Xylem because the Board can give the 2 most important jobs at Xylem, Chairman and CEO, to one person on short notice.



Plus there is no provision for an independent Lead Director when one person holds the 2 most important jobs at Xylem.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Tareno AG For

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