Boeing is adding to the duties of independent lead director Ken Duberstein as it seeks to head off a proposal to split the roles of chief executive officer and chairman that investors will vote on in two weeks.
The move follows discussions with shareholders and is ahead of its annual meeting set for April 29, Boeing said in a regulatory filing.
Duberstein will approve board-meeting agendas and schedules as well as the type of information provided for the meetings. He will preside over some board meetings, be a liaison between the chairman and the directors, and be available for direct communication with shareholders. He can call meetings when necessary.
Boeing had sought to block a vote on a plan submitted by shareholder Ray Chevedden to strengthen oversight by splitting the combined roles now held by Jim McNerney. The Securities and Exchange Commission (SEC) said Jan. 29 the company couldn’t exclude the proposal from its proxy.
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The shareholder proposal calls for an independent director to chair Boeing’s board instead of the CEO, and cites McNerney’s service as Procter & Gamble’s lead director and his membership on International Business Machines’ board as potential distractions from his work at Boeing.
Shareholders rejected a similar proposal in 2011, with 35 percent of votes cast for the proposal versus 64 percent against and less than 1 percent abstaining, according to an SEC filing.
Chevedden reiterated his concerns in a letter to the SEC on Jan. 16, the day regulators worldwide began grounding Boeing’s 787 Dreamliner to investigate battery faults. Boeing has since completed testing of a proposed redesign of the batteries and is awaiting regulators’ approval for flights to resume.
The Dreamliner was plagued by seven delays during its development and was more than three years behind schedule when it entered service in late 2011.
The amendment to Duberstein’s duties moves the lead director’s position from an advisory role to one that gives express approval in certain areas, John Dern, a spokesman for Boeing, said in an email.
“The changes are meant to assure shareholders that Boeing’s lead director role is a strong one and that our board structure provides independence, accountability and alignment with shareholder interests.”
McNerney, 63, joined Boeing’s board in 2001 and has been chairman and CEO since 2005. Duberstein, 68, who has served on Boeing’s board since 1997, was a chief of staff to former President Reagan before founding D.C. lobbying firm Duberstein Group.