Telecom Investors: Can You Hear Us Now?

"How can the CEO be his own boss?" the supporting statement in the proxy reads. "When the CEO is chairman of the board, there is an ambiguity about who is working for whom -- and a built-in barrier to replacing a poorly-performing CEO."

Qwest, AT&T Shareholders to Vote

This season, telecom proxies are littered with proposals urging greater shareholder involvement in the process.

The separation of the chairman and CEO positions is also a key issue for Qwest (Q - Cramer's Take - Stockpickr) shareholders. The company's stock has fallen more than 90% after it was mired for years in legal troubles stemming from accounting scandals with Enron and charges of insider trading against former CEO Joseph Nacchio.

One proposal for Qwest's annual shareholder meeting on May 22 calls for an independent director as just one step to correct "the many ills of Qwest" by holding the CEO more accountable. "The independent chairman could demand accountability from the other members of the board of directors who the proponent believes are so highly compensated they fail to be reasonably independent," wrote Qwest shareholder Gerald Armstrong in the company's 2008 proxy.

In a separate proposal, three Qwest shareholders are rallying to have tax gross-ups, which are payments a company makes to an employee to cover tax charges on assorted expenses, and the waiver of share price targets in performance-based stock option grants included in the total value of compensation that would trigger shareholder ratification.

The trio offers up former CEO Richard Notebaert's severance package as an example, as shareholders could have been on the hook for $63.5 million if he had been terminated, as opposed to the $14.5 million he received by voluntarily resigning.