Allstate 2015 Annual Report Download - page 73

The Allstate Corporation 2016 Proxy Statement 67
STOCKHOLDER PROPOSALS
Stockholder Proposal on Independent Board Chairman
The Board recommends a vote AGAINST this proposal.
 The Board separated the Chairman and CEO roles in the past during a time of
leadership transition and should have the flexibility to either separate or combine
the roles based on Allstate’s needs at that time.
 Allstate’s lead director already provides meaningful independent leadership of
the Board.
 The Board’s existing leadership structure and composition provide effective
independent oversight.
Mr. Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021, beneficial owner of no less than 500 shares
of Allstate common stock as of November 22, 2015, intends to propose the following resolution at the
annual meeting.
Proposal 4 – Independent Board Chairman
Shareholders request our Board of Directors to adopt as policy, and amend our governing documents
as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent
member of the Board. The Board would have the discretion to phase in this policy for the next CEO
transition, implemented so it does not violate any existing agreement. 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 requirements of the policy within a reasonable amount of time. Compliance with
this policy is waived if no independent director is available and willing to serve as Chair. This proposal
requests that all the necessary steps be taken to accomplish the above.
According to Institutional Shareholder Services 53% of the Standard & Poors 1,500 firms separate these
2 positions – “2015 Board Practices,” April 12, 2015. This proposal topic won 50%-plus support at 5 major
U.S. companies in 2013 including 73%-support at Netflix.
It is the responsibility of the Board of Directors to protect shareholders’ long-term interests by providing
independent oversight of management. By setting agendas, priorities and procedures, the Chairman is
critical in shaping the work of the Board.
A board of directors is less likely to provide rigorous independent oversight of management if the
Chairman is also the CEO, as is the case with our Company. Having a board chairman who is independent
of management is a practice that will promote greater management accountability to shareholders and
lead to a more objective evaluation of management.
According to the Millstein Center for Corporate Governance and Performance (Yale School of
Management), “The independent chair curbs conflicts of interest, promotes oversight of risk, manages
the relationship between the board and CEO, serves as a conduit for regular communication with
shareowners, and is a logical next step in the development of an independent board.”
An NACD Blue Ribbon Commission of Directors’ Professionalism recommended that an independent
director should be charged with “organizing the board’s evaluation of the CEO and provide ongoing
feedback; chairing executive sessions of the board; setting the agenda and leading the board in
anticipating and responding to crises.” A blue-ribbon report from The Conference Board also supported
this position.
A number of institutional investors said that a strong, objective board leader can best provide the
necessary oversight of management. Thus, the California Public Employees’ Retirement System’s Global
Principles of Accountable Corporate Governance recommends that a company’s board should be chaired
by an independent director, as does the Council of Institutional Investors.
An independent director serving as chairman can help ensure the functioning of an effective board.
Please vote to enhance shareholder value:
Independent Board Chairman – Proposal 4
PROPOSAL
4