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Shareholders in Bank of America will get another vote on whether the chairman and chief executive roles should be separated, almost two years after the incumbent Brian Moynihan survived an investor rebellion on the matter.
A shareholder proposal in the bank’s proxy filing published on Wednesday calls for the chairman to be independent. It will be put to a vote at the annual meeting in Charlotte, North Carolina, next month.
Bank of America had kept the roles separate since 2009, but it unilaterally amended its bylaws to allow the combination of the posts and shareholders ratified the move in September 2015 with 63 per cent support. That allowed Mr Moynihan to keep both job titles.
Among other big banks, Jamie Dimon holds both positions at JPMorgan Chase, as does Lloyd Blankfein at Goldman Sachs and James Gorman at Morgan Stanley.
But corporate governance experts have long frowned on the practice. In December Wells Fargo added to pressure on its peers when it changed its boardroom rules to require the roles be kept separate amid a scandal over fake bank accounts.
“A board of directors is less likely to provide rigorous independent oversight of management if the chairman is also the CEO,” reads the Bank of America proposal from shareholder Kenneth Steiner. “Having a board chairman who is independent of management is a practice that will promote greater management accountability to shareholders and lead to a more objective evaluation of management.”
Directors, the proposal added, would have the discretion to phase in this policy for the next CEO transition.
The bank advised investors to reject the plan. “There is no conclusive evidence demonstrating that an independent chairman ensures superior governance or performance, and board flexibility to determine the optimal leadership structure is the norm at other large companies,” it said.
Shareholders will also get a vote on proposals on executive pay clawbacks, asset divestitures and gender pay equality.
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