This excerpt taken from the C DEF 14A filed Mar 13, 2007.
Stockholders hereby request that the Board of Directors of Citigroup adopt promptly a resolution requiring that it have a Chairman who serves in that capacity only, and has no management duties, titles, or responsibilities.
I believe that far too many of Corporate Americas problems stem from the efforts of title and power-hungry senior executives to concentrate power in themselves. Such amassing of power is a somewhat recent phenomenon in the history of publicly-owned companies, but certainly not a recent phenomenon in the history of nations. Such concentrations of power rarely have proven to be in the best interests of stockholders or citizenries.
What conflicts of interest can be more damaging to the interests of stockholders than those that occur when overseers are allowed to oversee and to supervise themselves? At Enron, WorldCom, Tyco, and other legends of mismanagement and corruption, the Chairmen also served as CEOs. Their dual roles helped those individuals to achieve virtually total control of the companies.
When a senior executive is allowed to serve also as a companys Chairman, or the position is abolished, a crucial link in a proven successful chain of command and responsibility is eliminated and owners of the company, its outside stockholders, are deprived of both a vital protection against conflicts of interest and a clear and direct channel of communication to the company.
Allowing senior executives, such as CEOs and Presidents, to be appointed directors of publicly-owned companies employing them is, in itself, a