UPDATE 2-GE shareholders reject proposal to split chair, CEO roles

Wed Apr 24, 2013 2:38pm EDT

By Ernest Scheyder

April 24 (Reuters) - General Electric Co shareholders rejected a proposal on Wednesday to split the roles of chairman and chief executive, jobs currently held by Jeff Immelt.

The proposal from the American Federation of State, County and Municipal Employees (AFSCME) pension plan failed at the company's annual shareholder meeting in New Orleans, receiving roughly 25 percent of shares voted.

Roughly 77 percent of GE's 10.4 billion shares were voted at the meeting.

The movement to split the two roles gained steam across corporate America after the 2008 financial crisis as a way to increase management accountability. A broader push for independent boards began with passage of the Sarbanes-Oxley Act in 2002.

GE, the AFSCME argued, needs an independent chairman who can check a CEO's power and hold the executive accountable.

"Shareholder value is enhanced by an independent board chair who can provide a balance of power between the CEO and the board and support strong board leadership," the group said in a proxy filing.

GE's current board argued its current system worked "because it allows one person to speak for and lead the company and board while also providing for effective oversight and governance."

GE, like Caterpillar Inc and other large manufacturers, has a lead director that can set agendas at board meetings, call sessions that exclude management and oversee corporate governance processes.

The AFSCME said it hasn't decided whether to offer a similar proposal at GE's next shareholder meeting, but was encouraged more shareholders voted to split the roles this year than at 2012's meeting. The proposal received about 22 percent of votes cast at the 2012 meeting, and roughly 25 percent this year.

"There's a growing trend for these type of proposals," said the AFSCME's John Keenan, who spoke at GE's meeting.

The group is pushing a similar measure at JPMorgan Chase & Co that shareholders will consider at their annual meeting next month.

Bank of America Corp and Citigroup have split chairman and CEO roles in recent years.

GE shareholders also rejected proposals that would have imposed 15-year term limits on current board members, required at least two candidates to be nominated for each available board seat and would have canceled stock options and bonuses for current executives.

The Fairfield, Connecticut-based's 17 directors were all re-elected, including Mary Shapiro, former chairwoman of the U.S. Securities and Exchange Commission, and W. Geoffrey Beattie, deputy chairman of Thomson Reuters Corp , the parent company of Reuters News.

KPMG was ratified as GE's auditor.

GE shares rose 2.1 percent to $21.95 in afternoon trading.

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California state worker Albert Jagow (L) goes over his retirement options with Calpers Retirement Program Specialist JeanAnn Kirkpatrick at the Calpers regional office in Sacramento, California October 21, 2009. Calpers, the largest U.S. public pension fund, manages retirement benefits for more than 1.6 million people, with assets comparable in value to the entire GDP of Israel. The Calpers investment portfolio had a historic drop in value, going from a peak of $250 billion in the fall of 2007 to $167 billion in March 2009, a loss of about a third during that period. It is now around $200 billion. REUTERS/Max Whittaker   (UNITED STATES) - RTXPWOZ

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