April 26, 2019
Mr. Robert Bradway, Mr. David Calhoun, Mr. Arthur Collins Jr., Mr. Kenneth Duberstein, Admiral Edmund Giambastiani Jr., Ms. Lynn Good, Mr. Lawrence Kellner, Ambassador Caroline Kennedy, Mr. Edward Liddy, Mr. Dennis Muilenburg, Ambassador Susan Schwab, Mr. Ronald Williams, and Mr. Mike Zafirovski
As you know, Boards of Directors have distinctly independent and primary responsibilities for the conduct of the public corporation. This is the case notwithstanding the numerous ways that the officers of the corporation have managed to blur the lines between the roles of boards and management.
As you know, the respected Institutional Shareholders Services (ISS) has urged Boeing shareholders to vote to divide the roles of the Chairman of the Board and the CEO between two different people. Your CEO has opposed this division—one that is widely supported by specialists in corporate governance. Also, you are aware of the recommendation by Glass Lewis to replace Mr. Lawrence Kellner as chair of the audit committee for inadequate supervision of risk management, saying “We believe the audit committee should have taken a more proactive role in identifying the risks associated with the 737 Max 8 aircraft.” Perhaps Caroline B. Kennedy might be a good replacement. This assumes that she stays on the Board at this time of crisis and safety mismanagement by Boeing’s top executives, disregarding their own engineers and pursing a reckless course of unstable design of the 737 MAX causing the Indonesian and Ethiopian crashes that took the lives of 346 innocents.
Shareholders and the traveling public deserve to know what you knew about the 737 MAX design, from the beginning, and when you knew it. Not having an independent staff, your official information probably came mostly from CEO Muilenburg. However, you should share with the public how you processed any whistleblower, media (such as contained in the December 2018 article of the Wall Street Journal), and additional sources of information before and after the Indonesian and Ethiopian crashes.
As multiple investigations by the Congress, the NTSB, the Department of Transportation’s Inspector General, and the Justice Department’s criminal probe mature (forget the rubber stamp FAA), more attention should and will be paid to the role of the Boeing Board of Directors. Citizen and other groups will be urging Chairman Peter DeFazio (D-Oregon) of the House Transportation and Infrastructure Committee to request that you appear at the Committee’s forthcoming public hearings.
I strongly recommend that at your annual meeting on Monday, you all stand in a full minute of silence for the memory of 346 people whose lives were taken from them so preventably, leaving behind thousands of grieving family members and friends.
P.O. Box 19312
Washington, DC 20036