JPMORGAN CHASE & CO. | Independent board chairman at JPMORGAN CHASE & CO.

Status
39.61% votes in favour
AGM date
Resolution details
Company ticker
JPM
Lead filer
Undisclosed filer
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
The shareholders request that the Board of Directors adopt
an enduring policy, and amend the governing documents as
necessary in order that 2 separate people hold the office of
the Chairman and the office of the CEO as follows:
Selection of the Chairman of the Board The Board requires
the separation of the offices of the Chairman of the Board and
the Chief Executive Officer.
Whenever possible, the Chairman of the Board shall be an
Independent Director.
The Board has the discretion to select a Temporary Chairman
of the Board who is not an Independent Director to serve
while the Board is seeking an Independent Chairman of the
Board.
The Chairman shall not be a former CEO of the company.
This policy could be phased in when there is a contract
renewal for our current CEO or for the next CEO transition.
Supporting statement
This proposal topic won 52% support at Boeing and 54%
support at Baxter International in 2020. Boeing then adopted
this proposal topic in 2020. The roles of Chairman and CEO
are fundamentally different and should be held by 2
directors, a CEO and a Chairman who is completely
independent of the CEO and our company.
This proposal topic won our 47% support at the 2021 JPM
annual meeting. There are at least 2 ways this can be
considered a majority vote.
This 47% support likely represented a majority vote from the
shares that have access to independent proxy voting advice
and are not forced to rely too much on the biased
management voting recommendations.
This 47% support likely represented a majority vote had JPM
management not gone to the corporate war chest and
distributed red letter messages shortly before the annual
meeting against shareholder proposals — drilling into
shareholders the message to vote the according to the
management party lines in every instance.
With the current CEO serving as Chair this means giving up a
substantial check and balance safeguard that can only occur
with an independent Board Chairman.
A lead director is no substitute for an independent board
chairman. A lead director cannot call a special shareholder
meeting and cannot even call a special meeting of the board.
A lead director can delegate most of the lead director duties
to the CEO office and then simply rubber-stamp it. There is no
way shareholders can be sure of what goes on.
The lack of an independent Board Chairman is an unfortunate
way to discourage new outside ideas and an unfortunate way
to encourage the CEO to pursue pet projects that would not
stand up to the effective oversight.

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