Viacom's board, bracing for the day when chairman emeritus Sumner Redstone will no longer be in control of the media company, elected Frederic Salerno as lead independent director.
Redstone, 92, is in poor health and fighting a lawsuit that claims he's no longer competent to make health care and financial decisions.
At the same time, a top shareholder advisory service urged stockholders to vote against Viacom's current board for being too close to management and failing to tie executive compensation to performance.
In his new role as lead independent director, the company said Salerno's primary responsibilities will include coordinating the activities of the independent directors and to serve as a liaison between the executive chairman, president and chief executive officer and other independent directors. The addition of a lead independent director will enhance Viacom's corporate governance practices, which already include a majority of independent directors and board committees that are comprised solely of independent directors.
Salerno is a retired vice chairman and CFO of Verizon Communications. He's also a director of CBS, which is also controlled by Redstone.
"Fred has been a strong leader as a member of our board and his judgment, broad perspective and experience will serve him and the board well as he undertakes his new role as Lead Independent Director," said Viacom CEO Philippe Dauman, who was also recently elected chairman by the board. "I am committed to strong governance practices that are thoughtful, focused and proactive, particularly in this time of transition for the company. I am delighted that Fred has agreed to take on this important new role that will help maintain a sharp focus on the interests of our entire shareholder base."