Aetna shareholders seek independent board chair

Aetna's Mark Bertolini might lose his job at the head of the company board, but he would have two other top executive titles on which to fall back.

Shareholders at the company's May 20 annual meeting approved a resolution asking the board to elect an independent chair, separating the job from chief executive officer.

The shareholder group that introduced the proposal said in a filing distributed to other shareholders: "[W]e believe that the recent wave of corporate scandals demonstrates that no matter how many independent directors there are on the board, that board is less able to provide independent oversight of the officers if the chairman of that board is also the CEO of the company."

Bertolini took over as chair in April after being promoted to CEO in November 2010, when longtime CEO and Chair Ronald Williams retired. Upon his promotion, Bertolini kept his title as president.

The board opposed the shareholder proposal, noting in a proxy statement distributed to shareholders that it had other safeguards in place to ensure the independence of the board.

Spokesman Alfred Laberge said the company's nominating and corporate governance committee and the full board will consider the request at a future board meeting. He said the board "will make a determination as to whether to adopt that policy or make other changes in response."

The board's next meetings are scheduled for late July and September, Laberge said.

The shareholders who proposed the separation of power may have been referring to one corporate scandal in particular in their proposal. William McGuire, MD, the former chair and CEO of UnitedHealth Group, resigned in 2006 after an investigation into stock option backdating. Though he never admitted wrongdoing, Dr. McGuire returned stock in the company and settled with the Securities and Exchange Commission and shareholders who sued him over the backdating scandal.

Since then, United has intentionally separated the role of CEO and chair, as have other companies that say they want to maintain complete independence for their boards.

At the annual meeting for WellPoint investors on May 17, shareholders considered a similar resolution to separate the CEO and board chair positions. However, the proposal failed and Angela Braly will retain both titles.

Humana CEO Michael McCallister also holds the chair title, but shareholders did not bring up a similar proposal at the company's April 21 annual meeting.