JP MORGAN CHASE & CO. | Independent board chairman at JP MORGAN CHASE & CO.

Status
43.03% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
JPM
Lead filer
Ditta Individuale
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
"Resolved: 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 on an accelerated basis."
Whereas clause
"It is a best practice to adopt this proposal soon. However this
policy could be phased in when there is a contract renewal for
our current CEO or for the next CEO transition.
This proposal topic won 47%-support at the 2021 JPM
annual meeting. It takes much more JPM shareholder
conviction of the merits of this proposal topic to vote for this
shareholder proposal topic, and thereby reject the
recommendation of the Board of Directors, than to simply go
along with the JPM Board of Directors recommendation.
There are at least 2 ways 47%-support can be considered a
majority vote. This 47% vote was especially impressive
because the proposal had to swim upstream against repeated
glossy management special solicitations sent to the
shareholders who have no an independent source for proxy
voting advice.
The 47% also represented a majority vote from professional
investors who had access to independent proxy voting advice.
Any proposal that gets above 45% support has to get a
majority vote from the most informed shares because there is
an overwhelming abundance of automatic votes from the JPM
shares that have no other source of proxy voting advice other
than JPM management.
The Board of Directors disingenuously put forth a laughable
policy that it could always have one person fill the 2 most
important jobs at JPM as long as the directors gave almost
any excuse to not have an independent board chairman.
JPM also needs to take the role of the lead director more
seriously. JPM's so-called Lead Director, Mr. Stephen Burke,
violates the most important attribute of a Lead Director —
independence. As director tenure goes up director
independence goes down. Mr. Burke has 20-years director
tenure. And Mr. Burke got the most against votes of any JPM
director again in 2023 surpassing Timothy Flynn, chair of the
JPM Audit Committee, and Mr. James Dimon who was again
third highest in against votes.
A lead director can be given a list of duties but there is no
rule that prevents the Chairman from overriding the lead
director in any of the so-called lead director duties.
Please vote yes:
Independent Board Chairman — Proposal 5"
Supporting statement
Filed by Kenneth Steiner

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