* Glass Lewis calls for votes against six directors
* Proxy adviser is second firm to call for changes in board
* Investors push for more oversight of CEO Jamie Dimon
By David Henry
NEW YORK, May 7 A second proxy advisory firm has
said that JPMorgan Chase & Co should have an independent
board chairman over its chief executive officer as well as some
Glass Lewis & Co said in a report on Tuesday that
shareholders should vote for a non-binding proposal calling for
a chairman who is independent of the chief executive. Jamie
Dimon now holds both positions.
The firm also recommended against re-electing six of the 11
directors on the board.
The report follows similar advice last week from ISS Proxy
Advisor Services ahead of the bank's annual meeting on May 21.
Both firms said the company's $6.2 billion "London Whale"
trading loss showed that the board failed in its oversight of
Two of the bank's top 10 shareholders have told Reuters that
they may vote for the reform proposal after previously siding
with the board and management last year against a similar
A JPMorgan spokeswoman said over the weekend that the
company disagreed with ISS's views. The board has said it
opposes the proposal for an independent chairman and that the
company's handling of the trading loss shows its current
The reports from the advisory firms add to pressure on Dimon
and the board that has been building since the London Whale loss
surfaced a year ago.
Institutional money managers use reports from advisory firms
when they decide how to vote on proxy issues on behalf of their
Some fund managers said privately last week that even if the
resolution for an independent chairman fails they will push the
company behind closed doors for more oversight of Dimon and
Both advisory firms last year endorsed the similar
resolution for an independent chairman. That resolution received
40 percent of the vote, or about five percentage points more
than similar proposals at other companies that year.
The firms' new reports go further, by spelling out
governance problems revealed by investigations into the Whale
debacle and by calling for new directors to revitalize the
Glass Lewis recommended votes against three more of the
directors nominated by the board than did ISS. The three are
James A. Bell, Crandall C. Bowles and Laban P. Jackson and are
members of the board's audit committee. Directors on the audit
committee should ensure that traders cannot hide losses, the
Both firms said shareholders should not re-elect three
directors who were on the risk policy committee when the company
pursued the trading strategy that led to the losses. Those
directors are David M. Cote, James S. Crown and Ellen V. Futter.
The debate over whether Dimon and other JPMorgan directors
provide enough oversight to an institution with nearly $2.4
trillion of assets is adding attention to arguments by lawmakers
and regulators over whether the biggest banks are too big to
JPMorgan is the biggest bank in the United States by assets.