The board of Heinz yesterday (20 July) unveiled a series of changes to its corporate governance policy as it struggles to win shareholder support in the middle of a proxy battle with dissident shareholders spearheaded by Nelson Peltz and the Trian Group.
The board outlined a five-point plan of governance initiatives, based on a "recent dialogue" with CalPERS and other significant Heinz shareholders.

The plan involves adopting a majority voting process in the election of directors and recommends that Heinz shareholders cut the supermajority-voting provisions to 60% from 80%. It also commits to holding regular meeting between Heinz's independent directors and "key" shareholders.

Management said that an additional two independent directors would be added to the board through the board's normal governance and nomination process.

Heinz added that if it were to adopt a shareholder-rights plan, it would seek shareholder approval within a year.

Lobbying to get five of its nominees elected to the 12-member board, Trian has accused Heinz management of being unaccountable for its shortcomings. The management of the ketchup maker said that the measures were designed to increase accountability and improve performance.