Proposal: Independent Board Chair at State Street

FILER: Friends Fiduciary Corporation

PROXY MEMO: Friends Fiduciary Exempt Solicitation

ACTION ITEM:
The proposal requests that State Street adopt a policy requiring an independent board chair, with implementation phased in at the next CEO transition.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo that links the topic to diversified shareholders, linked above.

The filing focuses on board leadership structure as a key element of governance, emphasizing the distinction between management’s role in running the company and the board’s role in providing independent oversight. It argues that combining the CEO and chair roles may concentrate authority and limit the board’s ability to exercise effective supervision.

For diversified investors, board independence and leadership design may affect how effectively risks—particularly those with broader economic or social implications—are identified and addressed. As such, the proposal may address this issue.