JPMorgan Chase & Co. (NYSE:JPM) announced today that its Board of Directors intends to elect Linda B. Bammann and Michael A. Neal as directors of the company. Ms. Bammann is expected to be elected on September 16, while Mr. Neal is expected to join the Board in January 2014, after he retires from his current position. Ms. Bammann has extensive experience in senior risk management roles, having acted as Chief Risk Management Officer at Bank One Corporation from 2001 until its acquisition by JPMorgan Chase, and as Deputy Head of Risk Management at JPMorgan Chase before her retirement in 2005. Ms. Bammann also served as a Director of The Federal Home Loan Mortgage Corporation (Freddie Mac) from late 2008, after it entered conservatorship, until July of this year, where she served as the Chair of the board’s Business and Risk Committee. She was earlier also a Board Member of the Risk Management Association and Chair of the Loan Syndications and Trading Association. Mr. Neal, currently a Vice Chairman of General Electric Company, served as Chairman and CEO of GE Capital until June of this year. He intends to retire from GE at the end of 2013 and will join JPMorgan’s Board shortly thereafter. Mr. Neal has a deep knowledge of global financial services and markets. He joined GE in 1979 and moved into GE Capital eight years later. In his 26 years with GE Capital he has held a number of senior operating positions, including President and Chief Operating Officer of GE Capital and CEO of GE Commercial Finance prior to being appointed Chairman and CEO of GE Capital in 2007. “We are extremely fortunate that Linda Bammann and Mike Neal will be joining JPMorgan Chase’s Board of Directors,” said Lee R. Raymond, the Board’s Lead Independent Director. “Linda and Mike are proven leaders and will bring outstanding risk, finance and management experience to our Board and to our firm,” added Jamie Dimon, Chairman and CEO of the company. Ms. Bammann will also join the Board’s Risk Policy Committee.
JPMorgan Chase has long maintained outstanding corporate governance practices and today announced additional enhancements to its Corporate Governance Principles, including the establishment of a Lead Independent Director role. The Lead Independent Director’s responsibilities continue to include those formerly carried by the Board’s Presiding Director, but will also include a number of additions and changes to further strengthen and improve governance practices. Lee R. Raymond, formerly Presiding Director, continues as Lead Independent Director.Specifically, the Lead Independent Director’s role includes a number of important responsibilities and authorities, many of which codify existing best practices of our Board:
- Lead Independent Director will have authority to call for a Board meeting at any time, not just, as currently is the case, a meeting of the independent directors.
- Lead Independent Director will preside over meetings when the CEO is conflicted, not just when the CEO is absent.
- Lead Independent Director to approve the Board agenda for a meeting and may add agenda items.
- Lead Independent Director to guide annual performance evaluation of Chairman and CEO.
- Lead Independent Director to guide full Board consideration of CEO succession issues.
- Lead Independent Director will facilitate communication between the company’s management and independent directors.
- Lead Independent Director to meet one-on-one with the CEO after every regularly scheduled Board meeting.
- Lead Independent Director will guide full Board consideration of compensation of CEO.
- Lead Independent Director will guide annual self-assessment of full Board.
- Board will no longer rotate the Lead Independent Director position on an annual basis.
- Directors, including the Lead Independent Director, will be available for consultation with major shareholders and other constituencies where appropriate.
- Executive sessions (without company management) will take place at every regularly scheduled Board meeting.