Should one person be both the chairman of the board of directors and the chief executive officer of a major U.S. bank?
The answer appears to be yes, at least with respect to Jamie Dimon, chairman and CEO of New York-based JPMorgan Chase & Co., a global financial services company with assets of $2.4 trillion.
The question arose when a group of four JPMorgan Chase institutional shareholders introduced a shareholder resolution that would have required that the two positions not be held by one person.
The shareholders were the American Federation of State, County and Municipal Employees, AFSCME, Employees Pension Plan, Connecticut Retirement Plans and Trust Funds, Hermes Equity Ownership Services, and New York City Pension Funds.
But other shareholders said no, rejecting the proposal at the bank's annual meeting of shareholders held Tuesday in Tampa, Fla.
In a post-meeting company statement, Dimon referred only indirectly to the failed attempt to strip him of one of his jobs.
"We appreciate the support shown by shareholders and the thoughtful way many have engaged with us as they determined how to vote on these issues," Dimon said. "We take the feedback from shareholders very seriously, and we will continue to build toward being best-in-class in corporate governance."
Lee Raymond, presiding director of the company's board, also commented only indirectly.
"Our discussions with shareholders throughout this process have been constructive," Raymond said. "The board will continue to review its current structure and composition in light of today's feedback and with the best interest of shareholders in mind."
None of that sounds as if either man is in a rush to reopen the discussion.
Still, Lee Saunders, president of AFSCME and chair of the AFSCME Employees Pension Plan Pension Committee, said in a separate statement that the effort wasn't over.
"The proposal may not have passed today, but concerned shareholders expressed their desire for a company that is run by a board that holds management accountable," Saunders said. "There is still a clear conflict of interest when a company’s board of directors, which is responsible for overseeing the company's CEO, is chaired by the CEO."
John C. Liu, New York City comptroller and investment adviser, custodian and trustee of the New York City Pension Funds, said shareholders still expect the board to strengthen its oversight of risk at the banking company.
"Today's votes serve notice that the recent string of oversight failures … require a change to the boardroom status quo. We will continue to call for an independent board chair as a check against excessive executive power," Liu said.
Do you think the chairman and CEO positions at Chase should be separated? Does Dimon deserve to hold both positions?
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