On Wednesday, National Legal and Policy Center presented a proposal at Mondelez International, Inc.’s annual shareholder meeting that would require the board to implement a policy to require the chair of the board of directors to be an independent member from the CEO.
The company’s board of directors opposed our proposal, as explained on page 121 in its proxy statement.
The Mondelez board opposes our independent chair proposal because members say they want to retain “flexibility” in determining the Company’s leadership structure.
But flexibility should be viewed as a bug, not a feature.
All “flexibility” means is that you want to make up the rules as you go along.
The board points out that instead of an independent chair, that Mondelez has a lead independent director with “robust” responsibilities.
These duties include planning and scheduling meetings, reviewing briefing materials, and leading meetings when the Chair/CEO is too busy managing the Company.
Honestly, the lead independent director sounds more like [Chairman/CEO Dirk] van de Put’s executive assistant than someone with any authority.
Now the Board also points to Mondelez’s strong financial performance under the current arrangement.
But there is plenty of strong financial performance in the corporate world WITHOUT that kind of arrangement.
Meanwhile one could question some aspects of the current structure.
As one example, last year Mr. van de Put was befuddled that Mondelez could not gain traction in the United States when it comes to expanding sales of chocolate.
He said, “We tried Milka, and then tried Oreo,” and he also said, “Chocolate on Oreo is a bit strange.”
This is just one example of a Chairman/CEO facing a challenge, making a miscalculation, and the board fails to adequately question his judgment.
Because Mondelez not being able to expand chocolate sales in the U.S. is inexcusable.
Mondelez has some of the most iconic, best-known brands and products in America.
Of course it has Oreo, whose legacy is under the well-known name Nabisco, which has many other popular brands.
Mondelez also has Cadbury, famous in the U.S. for its wonderful eggs, even as a British subsidiary.
And there’s Chips Ahoy, and Toblerone.
Chocolate on Oreo is NOT strange. It’s AMAZING.
That’s why ice cream shops, confectioners, fast food restaurants and other businesses combine them all the time.
And of course, Nabisco sells its own fudge-covered Oreos.
But Mr. van de Put can’t figure out how to improve Mondelez’s chocolate sales in the U.S. with these iconic brands and assets?!?
Instead he tries to ride it on the back of little-known Milka? Really??
Perhaps the problem is Mr. van de Put would rather use Oreos to promote a political agenda by rainbow-izing them to advocate the scientific falsehood of transgenderism, and for pandering to the radical LGBTQ agenda, with which the Company is clearly obsessed.
— OREO Cookie (@Oreo) October 11, 2020
Maybe THAT’S why you can’t get more traction in America with sales of chocolate.
After all, your counterparts at Anheuser Busch haven’t been able to stop sales from falling off a cliff for its once-popular Bud Light and its sister products.
The Mondelez board should learn from that example.
View NLPC’s proposal for the 2023 Mondelez International annual shareholder meeting here.
Listen to Chesser’s three-minute remarks presenting the proposal here.