JPMorgan Chase investors seek to split CEO, chairman

NEW YORK A coalition of investors said Wednesday that it filed a shareowner proposal that would split the chairman and CEO roles held by James Dimon at JPMorgan Chase (JPM) since 2006.

The group holds about $820 million in JPMorgan shares and includes the AFSCME Employees Pension Plan, the Connecticut Retirement Plans and Trust Funds, Hermes Equity Ownership Services and the NYC Pension Funds.

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While a number of large U.S. companies combine the jobs of chairman and CEO, shareholders at a number of companies have pushed in recent years to separate them. Supporters argue that an independent chairman can provide a check on the CEO's power.

The shareowners' proposal comes in the wake of JPMorgan disclosing a $2 billion trading loss last May on Dimon's watch.

Shareholders will vote on the latest proposal at the company's annual meeting in May. Separating the roles of chairman and CEO has come up for a shareholder vote at the firm twice before, the first time with 12 percent in favor and last year with 40 percent support. Many of the votes last year were cast before the company revealed the huge trading loss.

The decision to jointly file the proposal reflects "mounting investor concerns" with the board's oversight in the wake of the loss and recently regulatory sanctions, the coalition said in a statement. The group also raised concerns about the company's failure to fully demonstrate that it can manage the size and complexity of its holdings.

A JPMorgan Chase & Co. spokesman declined to comment.

The company said in its most recent proxy statement that its board has "no established policy" on whether there should be a nonexecutive chairman and believes it is a decision best made on circumstances and experience. It also backed Dimon in his dual role and believes the company is functioning effectively under its current structure.

JPMorgan emerged from the financial crisis as one of the strongest banks in the country, a winner in a meltdown that forced other banks to their knees. Its blockbuster fourth-quarter earnings, released last month, are expected to make it the most profitable U.S. bank of 2012.

Dimon himself is one of the best known, and most outspoken, banking leaders of his generation, even in a time of heightened scrutiny and public anger against the industry. He has spoken out against many new regulations, including some that critics say could have prevented the trading loss.

JPMorgan announced in January that it will cut Dimon's pay by more than half, to $11.5 million from $23 million. But the board also praised Dimon for his response to the trading loss.

The coalition vehemently disagrees and wants more oversight.

"Even a Master of the Universe can be swallowed by a London Whale. We need a system of checks and balances to protect shareholders," AFSCME President Lee Saunders, who also serves as the Chair of the AFSCME Employees Pension Plan's Pension Committee, said in a statement.

The American Federation of State, County and Municipal Employees holds nearly 79 million shares of JPMorgan and was a supporter of last year's proposal for an independent chairman at Chase.

JPMorgan Chase shares fell 84 cents to close at $48.61. The stock price has risen more than 50 percent since last May.