JPMorgan Chase & Co. has frequently made headlines since news of the London Whale broke. In a candid interview with Jeffrey M. Cunningham, managing director and senior advisor of the National Association of Corporate Directors (NACD), Director and Audit Chairman Laban Jackson shares how the company is navigating current challenges and preparing for future ones.
The London Whale Investigation
Jackson noted that one of the root causes of the London Whale was tied to culture. “The culture totally broke down,” he explained. “The real culture at JPMorgan–or at any great company–is if you have a problem and you raise your hand, it becomes everyone’s problem. If you don’t raise your hand, it’s your problem.”
On CEO Jamie Dimon
“Jamie Dimon is the best manager I’ve ever seen, and I’m old,” Jackson said. “He has absolute integrity.” Jackson went on to note that Dimon is human and has flaws as every human being does.
“One thing to do as a director–and I didn’t learn this early enough–the first job you have is to get the CEO right. The second is to get the next CEO right,” Jackson explained. “But while you have that CEO, figure out his or her flaws and help them with them.”
Ramifications of the London Whale
The board fired five people and clawed back $100 million and cut the CFO and CEO salaries in half. “We wanted to get the respect back of the people at the company,” Jackson said.
When asked by the Council of Institutional Investors if JPMorgan had done enough, “We said well, we can’t shoot ’em,” Jackson said.
Big Enough to Succeed?
In a business where the motto is often “go big or go home,” laws and regulation play key roles in ensuring companies are operating in an effective manner. Some regulations, however, may be difficult for companies that do not have the same scale as JPMorgan to comply with.
“We move trillions [of dollars] a day in and out of JPMorgan in 156 countries,” Jackson said. “I don’t know many companies that can do that. If big banks are broken up, I don’t know who can do this.”
Around the World
Jackson spends several weeks a year visiting JPMorgan offices across the globe and meeting with regulators. He notes that he has started meeting with up-and-coming JPMorgan employees: “I learn so much from them–it has been a wonderful thing for me.”
This announcement is one of many actions recently undertaken by AFSCME to alter the governance structures of publicly traded companies. Last week, the employee union announced its 2013 shareholder proposals, targeting “too big to fail” financial firms and “imperial CEOs.” AFSCME submitted shareholder proposals at 11 companies, including General Electric, Lazard, Lockheed Martin, and Wal-Mart. This is not the first time JPMorgan Chase has been the subject of a proposal to split leadership roles. Just last year, AFSCME submitted a similar resolution, which fell short with 40 percent support.
Despite its failure to attain majority support at JPMorgan, AFSCME claimed victory in 2012 following Goldman Sachs’ appointment of a lead director—a compromise from the union’s original proposal to name an independent chair. Nevertheless, the charge to separate the chair from CEO positions at large financial institutions is an uphill one. According to data from NACD’s 2012-2013 Public Company Governance Survey, just 38 percent of responding companies combine the chairman and CEO positions. At large and mega financial companies, this percentage jumps to 48 percent.
Board leadership has proven to be a divisive topic in the corporate governance sphere. Many investors and governance experts view the combined CEO/chair leadership position as an inherent conflict of interest, as the board—charged with oversight of the CEO—is chaired by the CEO. Additionally, the role of CEO requires a significant time commitment, compounded by the oversight responsibilities of the chairman.
Not all are convinced, however, that separating the leadership positions is the optimal structure for every board. Other governance experts note that the dual sources of authority created with the independent chair may undermine the CEO’s ability to run the company, or may allow the other directors to overly rely on the work of the non-executive chair.
Interestingly, in an announcement earlier this week, Norges Bank Investment Management—the world’s largest sovereign wealth fund—recognized that governance codes cannot be substituted for judgment. It still advocated, however, for separation of the chairman and CEO roles, despite what it sees as a need for additional study.