ISS Opposes Bank of America Proposal Allowing Board to Combine Chairman, CEO

By Joann S. Lublin 

Proxy advisory firm Institutional Shareholder Services is recommending Bank of America Corp. shareholders vote against a board proposal that would let Chief Executive Brian Moynihan keep the title of chairman.

The advisory firm said in a note Friday that shareholders would benefit from stronger independent board oversight as the bank works through operational and performance issues.

Shareholders are scheduled to vote on the proposal at a special meeting on Sept. 22.

The recommendation is the latest step in what could be a showdown between the bank and its shareholders over Mr. Moynihan's role. ISS rival Glass Lewis also recommended shareholders vote against the proposal.

The bank has previously said it should have the flexibility to give the chairman and CEO roles to the same person.

The bank's board last year added the title of chairman for Mr. Moynihan, the CEO since 2010. It was an unusual move because shareholders had voted in 2009 that the roles should be held by separate people, and shareholders' displeasure appeared to catch the board off guard.

The bank backtracked slightly this year by saying that shareholders would be allowed to vote retroactively on the decision.

Two big pension funds, the California Public Employees' Retirement System and California State Teachers' Retirement System, have said they would vote against the proposal.

Bank of American has said it believes Mr. Moynihan deserves the role, for his work steering the bank through a pile of legal costs and loan losses. It has painted Mr. Moynihan's chairmanship as a promotion that signals that the bank is no longer in crisis mode.

Write to Joann S. Lublin at [e-mail]

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(END) Dow Jones Newswires

September 04, 2015 19:08 ET (23:08 GMT)

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