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Letter from the Lead Independent Director

Thomas J. Baltimore - Lead Independent Director

Mr. Baltimore was elected by Prudential’s independent directors to serve as Lead Independent Director effective May 9, 2017.

Mr. Baltimore brings significant experience and knowledge to the Lead Independent Director role. He has served as a Prudential director since 2008. During his tenure, he has chaired the Investment, Executive and Risk Committees, and served on the Compensation and Finance Committees.

Due to his Board experience and leadership, Mr. Baltimore understands the Company’s long-term strategic priorities. In addition, he possesses a deep understanding of Prudential and its industry’s legal, regulatory, and competitive frameworks.

As my first year as lead Independent Director comes to an end, I want to share how the Board views Board governance and why we believe that our philosophy and practices serve the best interests of our stakeholders.

Board Independence.

We believe that strong, independent Board leadership is a critical aspect of effective corporate governance.   Appreciating the importance of the Lead Independent Director role, we structured the Lead Independent Director Charter to ensure an orderly succession of the director serving in this position by requiring that the Lead Independent Director be elected annually to serve no more than three years.

Board Composition and Refreshment.  

Our Company is both international and multi-cultural, and diversity is a cornerstone value and priority for the Board. With that as one guiding principle, the Corporate Governance and Business Ethics Committee screens and recommends Board candidates for nomination. Using our skills matrix as a guide, individual conversations with directors, and the assistance of an independent search firm, the committee identified areas of expertise that would complement and enhance the current Board’s skills and experience.   Over the past several years, we have added four new Board members. Always maintaining a long-term approach to board refreshment, the committee routinely evaluates a diverse collection of candidates.  The pool reflects individuals with demonstrated ability to identify trends that will impact Prudential’s competitive standing and long-term business opportunities.

Board Effectiveness.

The Board recognizes that constructive Board evaluation is an essential component of good governance practices and promotes Board effectiveness.  Every year, the Corporate Governance and Business Ethics Committee works with an experienced, third-party consultant to complement our internal evaluation efforts by introducing an objective perspective and knowledge of best practices. We believe this approach adds to the rigor of the process.

The committee also reviews incumbent directors as part of the annual nomination process, and in the context of the overall review of the strengths and weaknesses of the Board.  The committee reviews each incumbent director with respect to a variety of factors, including his or her attendance, participation in the committee initiatives, skills, and overall contribution to the Board.

To learn more about the role of the Lead Independent Director, please watch a short video I have prepared by gong to the Corporate Governance section of our website www.prudential.com/leadindependentdirector. We view this video as an additional means for our shareholders to evaluate the Board.  On behalf of the entire Board, thank you for your support and vote of confidence.

Sincerely,

Thomas J. Baltimore
Lead Independent Director

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The Lead Independent Director

The Lead Independent Director is elected annually by Prudential’s independent directors to serve a term of at least one year, but for no more than three years.

  • Sets and approves Board agenda and leads executive sessions.
  • Calls meetings of the independent directors when appropriate.
  • Retains outsides advisors and consultants who report directly to the Board on Board-wide issues.
  • Meets with shareholders upon request.
  • Serves as liaison between independent directors and CEO and Chairman.
  • Addresses Board effectiveness, performance and Board composition in collaboration with the corporate governance and business ethics committee.

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Lead Independent Director Charter