Insights

Bucking the trend: J.P. Morgan shareholders allow CEO Jamie Dimon to retain chairman title

June 3, 2013

Management Liability/D&O

“The role of CEO and chairman should be separate” is a well-worn bromide that the shareholders of J.P. Morgan refused to swallow at their most recent annual meeting. Despite intense pressure by some shareholder groups, J.P. Morgan’s CEO and chairman Jamie Dimon will not be stripped of the chairman title this year.

Dimon’s time with J.P. Morgan: huge successes and a whale of a scandal
Dimon has held the role of both CEO and chairman with the nation’s largest bank since 2006. He was widely hailed for his handling of the financial crisis, and J.P. Morgan has reported record earnings for three years in a row. Nevertheless, Mr. Dimon attracted some tough press due to the notable “Whale” trading scandal in 2012. One result, promoted by a group of unhappy shareholders, was a non-binding advisory vote to split the role of the CEO and chair.

Although they garnered 40 percent of the vote, the dissident shareholders did not prevail in 2012. They tried again this year, and failed – this time garnering only about 32 percent of the vote. This was notwithstanding the weight of well-known proxy advisory services such as ISS and Glass-Lewis in favor of the split.

Is this the beginning of the current governance trend in the United States to split the role of the CEO and chairman?  
Probably not. Even though there is no conclusive empirical evidence that spitting the CEO and chairman role leads to better results for shareholders, the pressure to split these roles will not abate. For many, splitting the role “makes sense” in the context of the board’s being the ultimate arbiter of whether a given CEO keeps his job or is replaced. Others take a different view. For example, some boards have attempted to solve the corporate governance concerns raised by the CEO’s holding the chairman title by elevating an independent director to the status of being the “lead director.” However, and notwithstanding the recent J.P. Morgan vote, the trend is clearly toward separating the CEO and chairman roles.


The views expressed in this blog are solely those of the author. This blog should not be taken as insurance or legal advice for your particular situation. Questions? Comments? Concerns? Email: phuskins@woodruffsawyer.com.

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All views expressed in this article are the author’s own and do not necessarily represent the position of Woodruff-Sawyer & Co.

Priya Cherian Huskins

Senior Vice President, Management Liability

Editor, Management Liability/D&O

Priya is a recognized expert and frequent speaker on D&O liability risk and its mitigation. In addition to consulting on D&O insurance, she counsels clients on corporate governance matters, including ways to reduce their exposure to shareholder lawsuits and regulatory investigations. Priya serves on the board of an S&P 500 public company and a large private company and has an impressive list of publications, speaking engagements, and awards for her influence and expertise in the industry. 

415.402.6527

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Priya Cherian Huskins

Senior Vice President, Management Liability

Editor, Management Liability/D&O

Priya is a recognized expert and frequent speaker on D&O liability risk and its mitigation. In addition to consulting on D&O insurance, she counsels clients on corporate governance matters, including ways to reduce their exposure to shareholder lawsuits and regulatory investigations. Priya serves on the board of an S&P 500 public company and a large private company and has an impressive list of publications, speaking engagements, and awards for her influence and expertise in the industry. 

415.402.6527

LinkedIn