This excerpt taken from the C DEF 14A filed Mar 13, 2008.
Independent Board Chairman
RESOLVED: Shareholders request that our Board establish a rule (specified in our charter or bylaws unless absolutely impossible) of separating the roles of our CEO and Chairman, so that an independent director who has not served as an executive officer of our Company, serve as our Chairman whenever possible.
This proposal gives our company an opportunity to follow SEC Staff Legal Bulletin 14C to cure a Chairmans non-independence. This proposal shall not apply to the extent that compliance would necessarily breach any contractual obligations in effect at the time of our shareholder meeting.
The primary purpose of our Chairman and Board of Directors is to protect shareholders interests by providing independent oversight of management, including our CEO. Separating the roles of CEO and Chairman can promote greater management accountability to shareholders and lead to a more objective evaluation of our CEO. The Council of Institutional Investors www.cii.org recommends adoption of this proposal topic.
The advantage of adopting this proposal should also be considered in the context of our companys overall corporate governance. For instance in 2007 the following governance status was reported (and certain concerns are noted):
D in Overall Board Effectiveness.
High Governance Risk Assessment
High Concern in executive pay.