Release Date: May 21, 2004
New York, NY Shareholders will vote Monday on a proposal to require an independent board chairman at Granite Construction (NYSE: GVA). The proposal, filed by Amalgamated Bank's LongView Investment Funds, seeks to amend the company's bylaws to require a non-management director, who has not previously served as chief executive officer (CEO) of the company, to serve as board chair. The LongView Funds hold 168,514 shares of GVA common stock.
The New York Stock Exchange (NYSE) defines an independent director, inter alia, as someone who has not been employed by the corporation or an affiliate at any time in the preceding three years. The Council of Institutional Investors (CII) uses a more stringent look-back period of five years. According to CII, a director is only independent if his or her sole professional, familial or financial connection to the corporation or any of its executive officers is his or her directorship.
Until recently, GVA board chairman David Watts served in the dual capacity of CEO and chair. In January 2004, then-president William Dorey was elevated to CEO. Watts remains board chair.
"Our proposal seeks to establish management accountability through greater board independence," said Amalgamated Bank's Chief Economist Melissa Moye. "The task of the board is to protect shareholders' interests by providing objective oversight of management, including the CEO. When a company insider serves as board chair, his impartial supervision may be hindered."
Granite Construction will hold its annual shareholder meeting Monday morning in Seaside, CA.
Founded in 1923, Amalgamated Bank invests workers' retirement savings through its LongView Funds. With $8 billion in assets under management, LongView actively votes its proxies and sponsors shareholder initiatives for corporate reform. Amalgamated Bank is available online at www.amalgamatedonline.com.
