JPMorgan Chase today announced that two members of its board of directors, who also served on the risk committee, will retire. Ellen Futter, the president of the American Museum of Natural History, and David Cote, the chief executive officer of Honeywell, had served on the board for 16 years and more than five years respectively. Both served on the Board’s risk committee and faced heavy criticism from activist shareholders and proxy advisory services for their role on the firm’s Risk Policy Committee, specifically their failure to oversee and rein in the bank’s Chief Investment Office, where traders were responsible for the more than $6 billion loss called the “London Whale.” Futter also served on the compliance and governance committees of AIG before resigning in July, 2008. AIG would get bailed out in September of that year.
Institutional Shareholders Services, a proxy advisory firm, recommended that shareholders not support Cote and Futter’s nominations for the board’s risk committee, along with James Crown, the president of the private investment company Henry Crown and Company.
CtW Investment Group, which oversees pension assets controlled by the unions that make up Change to Win, also opposed the renomination of three risk committee members. According to The New York Times, in the runup to JPMorgan’s annual meeting this May, Futter was thinking of resigning because she “was sick of the swirl of negative attention surrounding her” before changing her mind after speaking with Dimon and two other directors, although she did not attend the Florida meeting, the only board member to not be there.
While only 32% of shareholders voted for the proposal to take away Dimon’s chairmanship, Futter and Cote were only able to get 53% and 59% support respectively. They got 86% and 97% when they were renominated in 2012. JPMorgan said that it will appoint new directors later this year.
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