By Rick Rothacker
Jan 23 Goldman Sachs Group Inc wants to
block a shareholder vote on a proposal to require an independent
chairman, trying to halt the latest effort to split the CEO and
chairman positions, currently held by Lloyd Blankfein.
Last year, the New York investment bank headed off a similar
proposal from another group by appointing a lead independent
director on the board.
Beverly O'Toole, Goldman Sachs associate general counsel,
sent a letter to the U.S. Securities and Exchange Commission on
Jan. 16 seeking permission to exclude the shareholder proposal
from the annual proxy, calling it "inherently vague and
CtW Investment Group, which works with union pension funds
with more than $200 billion in assets, submitted the resolution
in December. The group's proposal called for a board policy
requiring the chairman to be a director who has not previously
been the CEO and who is independent of management.
Shareholders will vote on proposals included in the proxy
filing at the company's annual stockholder meeting.
Michael Pryce-Jones, senior research analyst with CtW, said
the group was disappointed with Goldman's effort to block the
proposal for what he called "nit-picky" reasons. The company
needs an independent chairman because that position would set
the board's agenda and provide additional oversight, he said.
Last March, the American Federation of State, County and
Municipal Employees dropped its proposal to split the posts
after Goldman agreed to create the lead independent director
position, which is held by former insurance executive James
Naming a lead director "was a move in the right direction,
but it's clearly not enough," Pryce-Jones said. Goldman Sachs
and the SEC declined to comment.
In recent years, a number of banks have faced shareholder
proposals to split the chairman and CEO positions, in hopes of
creating more checks and balances on top management.
The resolutions have produced mixed results. In 2009, former
Bank of America Corp CEO Ken Lewis lost his chairmanship
after shareholders approved such a proposal. Wells Fargo & Co
shareholders last year voted down such a resolution.
This year, investment bank Morgan Stanley plans to
omit a proposal to split the chairman and CEO jobs because the
shareholder did not show that he met the minimum share ownership
requirement, according to a letter sent to the SEC. The SEC did
not object, according to a Jan. 15 response.