Shareholders request that our Board of Directors adopt as policy, and amend the bylaws as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. This policy could be phased in for the next CEO transition.
If the Board determines that a Chair is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is temporarily waived if in the unlikely event no independent director is available and willing to serve as Chair.
This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing adopted this proposal topic in June 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.
•The role of the CEO and management is to run the company.
•The role of the Board of Directors is to provide independent oversight of management and the CEO.
•There is potential conflict of interest for a CEO to have the oversight role of Chairman.
It is more important to have an independent Chairman of the Board since our 2020 Lead Director, Mr. Lee Raymond, at age 82, has 20-years long-tenure. Long-tenure in a director is the opposite of independence and independence can be the most important attribute for a director — especially a Lead Director. Plus Mr. Raymond serves on no other major Board of Directors to keep his skills up to date.
Shareholders are becoming impatient with Mr. Raymond and he was rejected by more votes than any other director in 2020. Mr. Raymond was rejected by 3-times as many votes as Mr. James Dimon and 40-times as many votes as Ms. Linda Bammann.
A Lead Director has a risk management role. Mr. Raymond spent most of his long Exxon Mobil career covering up the enormous risk of climate change. Mr. Dimopn's [sic] role in selecting Mr. Raymond as Lead Director reflects poorly on Mr. Dimon and shows that Mr. Dimon's goal is to have a lap dog Lead Director as long as possible.
This proposal topic won our 41%-support at the 2020 JPM annual meeting. This was probably close to 51%-support from the shares that have access to independent proxy voting advice. Unfortunately most retail shareholders do not have access to independent proxy voting advice.
This 41%-support in 2020 was in spite of JPM management having its hand on the scale by forcing JPM shareholders to pay for lavish advertising against this proposal topic. Shareholders can check on EDGAR a week before the annual meeting to see if management repeats this frequent JPM hand-on-the scale practice in 2021.