Jamie Dimon has received a spirited defense against calls by some shareholders to split his jobs of chief executive and chairman of JPMorgan Chase.
The lead director of the bank’s board, Lee R. Raymond, and William C. Weldon, the chairman of the board’s corporate governance and nominating committee, released on Friday a letter recommending shareholders vote against a proposal to separate the chief executive and chairman roles and endorsing the re-election of all the directors.
The letter was in response to recommendations by two proxy advisory firms, Institutional Shareholders Services and Glass, Lewis, to split the jobs and to withhold support from certain directors. (Three of the 11 directors in the case of I.S.S., while Glass, Lewis takes aim at six.)
The letter noted that the jobs of chairman and chief executive have been separate in the past and said that the decision to split them should be based on the composition of the board, the chief executive and the circumstances of the time.
“We believe that our current board makeup (with every director other than Mr. Dimon being independent) and strong presiding director function provide appropriate accountability to our shareholders and counterbalance to the combined C.E.O./chair role,†the letter said.
Furthermore, the letter said, “It bears mention that there is little evidentiary support for the proposition that a split of chairman and C.E.O. positions is in all cases good for company performance and beneficial to shareholders.â€
The letter said that while the proxy advisers and some shareholders were focusing on a multibillion-dollar trading loss in the company’s chief investment office in London in 2012, the board should be evaluated on the company’s broader performance, which it described as “very strong on a relative and absolute basis.â€
In recommending that all the directors be re-elected, the letter cited their experience and continuity:
All of our directors have deep experience in public company governance and with JPMorgan Chase in particular. They are essentially the same directors who helped the Company navigate through the financial crisis, as well as our acquisitions and integrations of Bear Stearns and the assets and certain liabilities of Washington Mutual. That our Board’s membership has been relatively stable when compared to the wholesale changes made by companies that suffered near catastrophic losses and severe capital and liquidity events during the financial crisis is a testament to the work of an engaged, proactive JPMorgan Chase Board, in close collaboration with the Company’s management.
