(MoneyWatch) Jamie Dimon seemed like he wanted to be anywhere but at the annual JPMorgan Chase (JPM) shareholder meeting in Tampa, Florida. While protestors chanted outside, he sped-read his opening remarks, after which there was a recitation of the various shareholder proposals. The most interesting of the proposals was No. 5, which would have separated the chief executive and chairman roles, replacing Dimon on the board with an independent director. When the voting was complete, only 41 percent wanted an independent chairman, so Jamie Dimon will keep both of his jobs.
The structure is not unusual. Traditionally, in the U.S., the same person occupies the role of chairman of the board and chief executive officer, though corporate governance experts have long urged that the roles be split. And since the financial crisis, the policy has been shifting toward dividing up the jobs, which is the preferred structure in Canada, Europe and Britain. Today, 41 percent of S&P 500 companies feature separate chairs and 21 percent of Boards have an independent chair with no current or former executive role at the company, compared with just 10 percent five years ago, according to search firm Spencer Stuart.
It's also important to note this CEO/Chairman proposal did not arise from the recently reported $2 billion trading loss -- it has a long history at JP Morgan, but has gone nowhere. In fact, many of the votes may have been cast before the recent blowup. According to the Wall Street Journal's Deal Journal blog, here is how the proposal or a similar proposal has done in past years:
- 2005: proposal that chairman of the board have no management responsibilities got 40%
- 2006: proposal to separate the role of CEO and chairman got 38%
- 2007: the proposal to separate the CEO and chairman got 15%
- 2008: the proposal to make the chairman independent got 15%
- 2009: No proposal
- 2010: the proposal to make the chairman independent got 34%
- 2011: No proposal
Corporate governance reform advocates say splitting the role of CEO and chairman can greatly improve a company's performance both financially and operationally. The Chairmen's Forum, a group of prominent current and former chairs of corporate boards from the United States and Canada, provided a good argument for the separation of chair and chief executive roles, but the AFSCME representative who read today's proposal may have put it best: "If the CEO is also the chairman that means Mr. Dimon is effectively in charge of monitoring his own performance."
Who thinks this is a good idea? Evidently, the majority of JPMorgan shareholders.