Faith-Based Group Forces Governance Changes at JPMorgan Chase

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Religious groups may have fallen short in their bid to compel JPMorgan Chase to split the roles of chairman and chief executive, but they have succeeded in forcing the nation's largest bank to improve its corporate governance.

Sometime before the end of the year, JPMorgan Chase will release a 100-page report in which it will provide a full accounting of recent legal settlements and matters under investigation and detail, among other things, clawback policies for executives whose business units engage in "unethical" activity. The New York bank will also describe in the report new structures for board accountability and oversight.

The Interfaith Center on Corporate Responsibility says the report will go a long way toward restoring the bank's credibility with shareholders following a string of legal skirmishes, including a $13 billion settlement with U.S regulators over the packaging and sale of shoddy mortgages, a $1 billion fine for manipulating the foreign exchange market, and a $920 million fine it paid to authorities for its failure to spot risky trades. As a condition of the report's release, the faith-based group has agreed to back off from its campaign to split the chairman and CEO jobs.

"We asked [JPMorgan Chase] to address all of the issues under which their reputation had been tarnished since the financial crisis, and I think they've done a good job," said Rev. Seamus Finn, the chairman of the board of the Interfaith Center on Corporate Responsibility.

"It doesn't mean there won't be another ‘London whale' or foreign-exchange trading scandal," he said. "But they are putting in place some strong restrictions to make sure these things don't happen again."

The quid-pro-quo between faith-based groups and JPMorgan Chase shows some willingness from shareholders to withdraw proposals for specific governance changes in exchange for a more thorough review of business standards and practices. Finn has twice withdrawn proposals to split the chairman and CEO roles at Goldman Sachs after Goldman created a business standards committee that, among other things, gave more authority to its lead independent director.

Finn, of the Missionary Oblates of Mary Immaculate in Washington, D.C., has met with JPMorgan Chase's lead independent director, Lee Raymond, and with director William Weldon and says he feels confident that JPMorgan Chase is making changes to improve its corporate culture.

"If you look at the role of the independent director at Chase, their way of answering us has been to beef up that role, giving [Raymond] more authority and convening more with shareholders," said Finn. "It's not the be-all and end-all of everything, but it's a way to have better accountability and transparency going forward."

Finn received a draft copy of the JPMorgan Chase report, titled "How We Do Business," which has chapters on culture and ethics, risk management and internal controls. The report will describe restrictions to be placed on employees' email and the use of chatrooms, among other issues, he said. It is also expected to provide detailed compensation information of "top executives and responsible staff involved in or accountable for oversight of [recent] scandals, including the process for clawbacks and positive incentives reinforcing responsible behavior," according to a resolution put forth by Finn and agreed to by JPMorgan Chase.

JPMorgan Chase said the report will be released soon but declined to comment further.

Still, while the faith-based group has now twice failed in its bid to pressure JPMorgan Chase Chairman and CEO Jamie Dimon to relinquish one of his titles, the group is not giving up its quest to split the roles at other large banks. The Interfaith Center on Corporate Responsibility has already put forth a proposal to split the jobs at Bank of America and plans to do the same at Wells Fargo.

Convincing other large shareholders to support splitting the chairman and CEO roles is likely to be a tough sell, however.

Since 2010 there have been 23 shareholder proposals at banks to split the chairman/CEO roles. But only one of them, at KeyCorp in 2012, received a majority of support, said Peter Kimball, vice president at ISS Corporate Solutions, a unit of corporate governance firm Institutional Shareholder Services. Even so, that vote was nonbinding, so KeyCorp's chair and CEO, Beth Mooney, still retains both titles.

"The level of support that these proposals receive is among the highest for any kind of shareholder proposal," said Kimball. "But they usually don't pass."

Finn was the lead filer in November of a proposal to separate the chairman and CEO roles at B of A.

Equally irked by the B of A board's decision in October to give CEO Brian Moynihan the additional job of chairman was Sister Barbara Aires, of the Sisters of Charity in Elizabeth, N.J., who filed a separate proposal soon thereafter.

"Bank of America has hardly given us the time of day," said Aires. "We strongly believe this is not a time to go back to chairman/CEO role. There is not sufficient oversight, particularly in risk management and internal controls."

Back in 2009 at the height of the financial crisis, B of A shareholders narrowly approved splitting the roles of chairman and CEO, ousting former CEO Kenneth D. Lewis as chairman. Moynihan replaced Lewis as president and CEO in 2010.

On a conference call in October, Moynihan cited the "diversity" of B of A's board and said regulators, particularly the Federal Reserve, were comfortable with him taking on the dual roles.

"The board is very committed to continuing to have the strong governance, especially in the heightened expectations from the regulators and the enhanced supervisor prudential standards from the Fed," Moynihan said.

Mike Mayo, a managing director at CLSA Americas, said that the contentious shareholder vote at JPMorgan Chase in 2013 led to changes there, including a greater role for the bank's lead director.

Mayo said he asks three questions to determine if the chairman/CEO roles should be split at Bank of America, including how well the bank has performed, whether splitting the roles is a change, and if the CEO has extensive strategic experience.

"You could argue that three strikes you're out, in B of A's case," Mayo said. "They woefully underperformed, this is a change from the practice of the last few years and the CEO himself does not have strategic experience that necessarily qualifies him as chairman."

"Shareholder engagement and having better boards is at the root of a lot of problems for the banking industry leading up to the financial crisis," Mayo said.

Still, many B of A shareholders are supportive of Moynihan, so it is unclear whether the faith-based pressure will work.

Bill Nygren, a partner at Harris Associates, which owns roughly 125 million B of A shares, and portfolio manager of three Oakmark funds, said issues that have frustrated B of A investors could be blamed on prior management.

"There are lots of examples of very successful multinational banks where the roles of chairman and CEO are not separated," Nygren said. "If the companies that are most admired in the industry are not set up this way, I don't know why to impose this structure on B of A."

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