Independent Board Chair

Resolution Text

RESOLVED: Shareholders of Ameren Corporation ("Ameren") ask the Board of Directors to adopt a policy, and amend the bylaws as necessary, to require the Chair of the Board to be an independent director. The policy should provide that (i) if the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the policy within 60 days of that determination; and (ii) compliance with this policy is waived if no independent director is available and willing to serve as Chair. This policy shall apply prospectively so as not to violate any contractual obligation.

Supporting Statement: In our view, shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the chief executive officer ("CEO") and the Board and support strong Board oversight of management. According to proxy advisor Glass Lewis "shareholders are better served when the board is led by an independent chairman who we believe is better able to oversee the executives of the Company and set a pro-shareholder agenda without the management conflicts that exist when a CEO or other executive also serves as chairman."

While separating the roles of Chair and CEO is the norm in Europe, 53% of S&P 500 company boards have also implemented this best practice. Directors on boards with a joint CEO-Chair report being more likely to have difficulty voicing a dissenting view (57% versus 41%) and to believe that one or more of their fellow directors should be replaced (61% versus 47%) according to a 2019 survey by PwC. (https://pwc.to/2Xbp9eo)

Except for a brief apprenticeship period, Ameren CEOs have also served as Chair of the Board since 1997.

We believe that independent board leadership would be particularly useful at Ameren to oversee the strategic transformation the company must undergo in order to capitalize on the opportunities available in the transition to a low carbon economy. Ameren has the highest carbon dioxide emission rate of any of the top twenty US privately/investor-owned power producers. (https://www.mjbradley.com/sites/default/files/Presentation__of Results_2019.pdf) Unlike its peers Xcel Energy, Duke Energy, DTE and NRG, Ameren has failed to set a target of achieving net zero emissions by 2050. We believe that a board chair independent of management would be better able to lead the process of setting a strategy to position Ameren to take advantage of increased demand for decarbonized electricity from transportation and other sectors of the economy.

We urge shareholders to vote for this proposal.

Lead Filer

Laura Campos
Nathan Cummings Foundation