The promised reforms, which include stripping Kalanick of some of his power when he returns and hiring
an independent board chairman to rein him in, represent the company's most dramatic effort yet to move past the sexual harassment allegations and other scandals that have plagued Uber.
This current Board structure also is consistent with majority practice at large public companies: according to the 2017 Spencer Stuart Board Index, 72 % of companies in the S&P 500 do not have
an independent board chairman.
Goldman shareholders also rejected a proposal to require
an independent board chairman with a 30 % vote.
Not exact matches
«We do believe the current governance structure, with Jamie Dimon serving as both
chairman and CEO, and an
independent minded
board, has served the shareholders well and is right for the company at this time,» said Lee Raymond, JPMorgan Chase's presiding director and the former CEO of Exxon Mobil.
The
Board has elected Tim Sloan, the Company's President and Chief Operating Officer, to succeed him as CEO, and Stephen Sanger, its Lead Director, to serve as the
Board's non-executive
Chairman, and
independent director Elizabeth Duke to serve as Vice Chair.
Deripaska also agreed with the
chairman's proposal that he will resign from the
board and consent to the appointment of some new directors so that the
board will have a majority of new
independent directors, it added.
To further increase the possibility that all borrowers have a fair opportunity to request a foreclosure review, the Comptroller of the Currency and the
Chairman of the
Board of Governors of the Federal Reserve System should require that servicers include a range of potential remediation amounts or categories in communication materials and other outreach, such as direct mailings to borrowers, public service announcements, the
independent foreclosure review website, regulators» websites, and officials» testimonies and speeches.
«When considering this strategic acquisition, it was important to the
Board that Bob remain as
Chairman and CEO through 2021 to provide the vision and proven leadership required to successfully complete and integrate such a massive, complex undertaking,» said Orin C. Smith, Lead
Independent Director of the Disney
Board.
To further increase the possibility that all borrowers have a fair opportunity to request a foreclosure review, the Comptroller of the Currency and the
Chairman of the
Board of Governors of the Federal Reserve System should enhance the readability of the request - for - review form on the
independent foreclosure review website so that it is more understandable for borrowers, such as by including a plain language guide to the questions.
Executive sessions of
independent directors are held in connection with each regularly scheduled
Board of Directors meeting and at other times as necessary, and are chaired by the
Chairman of the
Board of Directors.
In January 2018, following Eric's decision to step down from his role as the Executive
Chairman, John L. Hennessy, our Lead
Independent Director, was appointed to serve as Alphabet's
Chairman of the
Board.
Along with a new
independent chairman expected to be named later this month, the reconfigured
board will effectively be controlled by shareholders — a shift expected to serve as a check on McClendon.
· presides at all meetings of the
Board at which the
Chairman is not present, including executive sessions of the
independent directors,
· preside at all meetings of the
Board at which the
Chairman is not present, including executive sessions of the
independent directors;
The
Board believes that its current leadership structure, in which the positions of
Chairman and Chief Executive Officer are held by Mr. Musk, together with a Lead
Independent Director with broad authority, is appropriate at this time and provides the most effective leadership for Tesla in a highly competitive and rapidly changing technology industry.
As Lead
Independent Director, Mr. Viniar will preside over periodic meetings of our independent directors, serve as a liaison between our Chairman and our independent directors, and perform such additional duties as our board of directors may otherwise determine an
Independent Director, Mr. Viniar will preside over periodic meetings of our
independent directors, serve as a liaison between our Chairman and our independent directors, and perform such additional duties as our board of directors may otherwise determine an
independent directors, serve as a liaison between our
Chairman and our
independent directors, and perform such additional duties as our board of directors may otherwise determine an
independent directors, and perform such additional duties as our
board of directors may otherwise determine and delegate.
Ahead of Tesla's annual shareholder meeting in June, stockholder Jing Zhao has submitted a proposal to replace the
board's
chairman, Elon Musk, with an
independent director.
In cases where the
Board determines it is in the best interests of HP's stockholders to combine the positions of
Chairman and CEO, the
independent directors will designate a lead
independent director.
The
Board believes that the Lead Director structure provides the same
independent leadership, oversight, and benefits for the Company and the
Board that would be provided by an
independent Chairman.
The
Board is currently led by a non-executive
Chairman, Raymond J. Lane, who is an
independent director.
Calling executive sessions of the
Board or of the non-management or
independent directors and advising the
Chairman and / or CEO of actions or deliberations at such sessions;
A
board led by an
independent chairman is best positioned to drive such change.
Ms. Deirdre P. Connelly has served as
Independent Deputy
Chairman of the
Board of Genmab A / S since April 10, 2018.
«Not only will each
independent chairman set each board's agenda... the independent chairman can direct a board's attention to the matters most in need of critical review and oversight,» SEC chairman William Donaldson stated in a 2004 speech to the Independent Directo
independent chairman set each
board's agenda... the
independent chairman can direct a board's attention to the matters most in need of critical review and oversight,» SEC chairman William Donaldson stated in a 2004 speech to the Independent Directo
independent chairman can direct a
board's attention to the matters most in need of critical review and oversight,» SEC
chairman William Donaldson stated in a 2004 speech to the
Independent Directo
Independent Directors Council.
Of the
Board's 15 nominees, 14 directors, or 93 %, are
independent directors, and the
Board has an actively involved and
independent Lead Director who works closely with the
Chairman and CEO and, among other things, approves
Board meeting agendas and schedules.
Board activities, we believe that at this time they are best left to a dedicated,
independent Chairman.
Following these discussions, the Lead
Independent Director and the CNGC Chair, with input from the
Chairman, Vice
Chairman, and
Board committee chairs, develop suggested action plans.
We believe the corporate governance measures noted above demonstrate that our
Board has embraced independence, and our shareholders have recognized the effectiveness of our current
Board leadership structure by re-electing our
Chairman, the Lead
Independent Director, and other
Board members each year.
The Company's corporate governance structure, with its strong emphasis on
Board independence, makes an absolute
independent chairman requirement unnecessary.
However, if circumstances change in the future, our
Board of Directors may revert to a structure that relies on a lead
independent director who works with our Chief Executive Officer who is also
Chairman of the
Board.
Yet, in such companies, the problem is not that one person holds both posts; the problem is that the
independent members of the
board of directors have delegated to much power to the
Chairman.
In some companies, the role of principal executive officer and
board chairman are combined, and a lead
independent director is designated to chair meetings of the
independent directors.
Mal has been an
independent non-executive director of Thundelarra since 2003 and is currently also on the
board of Iron Ore Holdings Limited, Matilda Zircon Ltd (
Chairman), Summit Resources Ltd and Royal Resources Ltd..
Our Executive
Chairman of our
board of directors and our Chief Executive Officer roles are separate and our
independent directors have appointed a Lead Independen
independent directors have appointed a Lead
IndependentIndependent Director.
As
Chairman of our
board of directors, Mr. Lynton presides over periodic meetings of our
independent directors and performs such additional duties as our
board of directors may otherwise determine and delegate.
The Lead
Independent Director will communicate with the Chairman of the Board, disseminate information to the Board and raise issues with management on behalf of the independent directors when a
Independent Director will communicate with the
Chairman of the
Board, disseminate information to the
Board and raise issues with management on behalf of the
independent directors when a
independent directors when appropriate.
We believe this structure of a separate Executive
Chairman of our
board of directors and Chief Executive Officer, combined with a Lead
Independent Director, reinforces the independence of our board of directors as a whole and results in an effective balancing of responsibilities, experience and independent perspective that meets the current corporate governance needs and oversight responsibilities of our board of
Independent Director, reinforces the independence of our
board of directors as a whole and results in an effective balancing of responsibilities, experience and
independent perspective that meets the current corporate governance needs and oversight responsibilities of our board of
independent perspective that meets the current corporate governance needs and oversight responsibilities of our
board of directors.
Tesla's
board is recommending that shareholders vote against the proposal, saying lead
independent director Antonio Gracias protects the company against any potential governance issues arising from having a non-
independent chairman.
Calling special meetings or executive sessions of the
Board and calling and presiding at executive sessions or meetings of non-management or
independent directors and, as appropriate, providing feedback to the
Chairman and CEO and otherwise serving as a liaison between the
independent directors and the
Chairman;
The leadership structure of our
Board of Directors includes (i) a combined
Chairman of the
Board and Chief Executive Officer, (ii)
independent, active and effective directors of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies and (iii) a Lead Independen
independent, active and effective directors of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies and (iii) a Lead
IndependentIndependent Director.
Ms. Russo, one of our
independent directors, is expected to serve as our
chairman of the
board.
Communications that are intended specifically for the
chairman of the
board, other
independent directors or the non-employee directors should be sent to the e-mail address or street address noted above, to the attention of the
chairman of the
board.
corporate governance structure, with its strong emphasis on
Board independence, makes an absolute
independent chairman requirement unnecessary.
One proposal sought to install an
independent chairman to direct
board committees and activities instead of allowing Tillerson to control both the company and the
board as CEO and
chairman.
As Lead
Independent Director, Mr. Currie will preside over periodic meetings of our independent directors, serve as a liaison between our Chairman and our independent directors and perform such additional duties as our board of directors may otherwise determine an
Independent Director, Mr. Currie will preside over periodic meetings of our
independent directors, serve as a liaison between our Chairman and our independent directors and perform such additional duties as our board of directors may otherwise determine an
independent directors, serve as a liaison between our
Chairman and our
independent directors and perform such additional duties as our board of directors may otherwise determine an
independent directors and perform such additional duties as our
board of directors may otherwise determine and delegate.
Because Mr. Dorsey is our
Chairman, our
board of directors has appointed Mr. Currie to serve as our Lead
Independent Director.
In our view, the
Chairman should be an
independent director to promote robust oversight of senior executives, and to foster accountability of management to the
Board, something that is difficult to accomplish when the most senior member of management also serves as the
Board's leader.
Investors want the ailing burrito chain to split the
chairman and CEO roles and appoint an
independent to run the
board.
Stephen Sanger, who had been the lead director on Wells»
board since 2012, became the company's
independent chairman.
In a letter to shareholders, the
independent board members said former director Martin Franklin sought a meeting to be elected
chairman and was denied by a «significant majority» of the
board before resigning in late January.