Analysis: More U.S. shareholders call for independent chairmen

Boston Fri May 18, 2012 2:54pm EDT

Commuters are reflected in stone as they walk past the JP Morgan headquarters in New York, May 17, 2012. REUTERS/Eduardo Munoz

Commuters are reflected in stone as they walk past the JP Morgan headquarters in New York, May 17, 2012.

Credit: Reuters/Eduardo Munoz

Boston (Reuters) - Welcome to the club, Jamie Dimon.

Embarrassed by a surprise $2 billion trading loss last week, the chairman and chief executive of JPMorgan Chase & Co faced heightened criticism at the bank's annual meeting on Tuesday. That included 40 percent backing from shareholders for a resolution to strip Dimon of his chairmanship title, up from 34 percent in 2010.

With the spring U.S. annual meeting season at its midpoint, investors have voted 36 percent of their shares on average in favor of measures urging companies to appoint board chairmen who are independent from management, up from 33 percent last year and 28 percent in 2010, according to proxy advisory firm ISS.

More votes are scheduled on similar proposals this month, such as a measure on the ballot at oil giant Exxon Mobil Corp calling for an independent chair after current chairman and CEO Rex Tillerson, 60, leaves. Another calls for splitting those same two jobs at cable operator Comcast Corp now held by Brian Roberts, whose father, Ralph, co-founded the company.

Institutional investors "can see the turning point, when a split role will be the majority, not the oddity among corporations," said Paul Hodgson, senior research associate at governance company GMI Ratings.

About 45 percent of Fortune 500 companies have divided the chairman and CEO roles between two individuals, GMI data show, up from roughly 35 percent five years ago. Even non-binding shareholder majorities are hard to ignore. Moody's Corp named an independent chairman in April, citing an advisory vote urging it to do so in 2011.

While support to split the top roles is gaining, shareholder votes in favor of top executive pay are holding steady, even after a few high-profile rejections. Last month, Citigroup Inc shareholders delivered a surprise loss in an advisory vote to Chief Executive Vikram Pandit and his $15 million compensation package.

As of May 15, executive pay resolutions reached the overwhelming 90 percent support level at 74 percent of companies this year, up from 72 percent of companies last year, according to pay consulting firm Semler Brossy. At JPMorgan, 92 percent of votes cast backed the bank's pay plan, including $23 million for Dimon, up from 73 percent last year.

Splitting the CEO and chairman roles should improve the process for determining pay properly, some large investors say.

Ariel Investments in Chicago voted in favor of measures to separate the chair and chief executive roles at several companies this year, though not at JPMorgan. In many cases an independent chair should help boards provide better oversight of pay and other management issues, Charles Bobrinskoy, research director at Ariel, said.

"We don't want to have a say on pay," he said. "We want a good process for a good board to determine compensation properly."

Splitting the roles may improve internal reviews of executive pay, Timothy Hoyle, director of research for Haverford Investments of Radnor, Pennsylvania, said. The firm voted to cleave the roles at JPMorgan this week.

"An independent chair might instill some reality," he said.

The lack of pay pressure and the new attention to chairman and CEO roles show investors getting down in the governance weeds rather than rebelling en masse, specialists say.

"It's evolution versus revolution," said Todd Sirras, Semler Brossy managing principal.

Shareholder activists and unions like the American Federation of State, County and Municipal Employees have also put a new emphasis on independent chair resolutions this year.

Changing voting patterns at major mutual funds, which used to march in lockstep with management, may be feeding the trend as well. Funds have been required to disclose their votes on proxy measures annually since 2004.

Last year American Funds, the second-largest manager of U.S. stock and bond mutual funds at the end of March, voted to support measures like requiring independent chairmen 67 percent of the time, up from 52 percent in 2010 and 39 percent in 2009, according to research firm Fund Votes Inc in Vancouver. Filings for 2012 are not yet available.

Several other big fund companies showed increasing support for the measures from 2010 to 2011, including BlackRock Inc and Fidelity Investments. All three fund companies declined to comment.

(Reporting by Ross Kerber; editing by Aaron Pressman and Prudence Crowther)

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