Keeping the CEO / Chairman roles separate - what is all the fuss?

Separation of the CEO role from the Chairman role is common in Europe and often considered a good form of corporate governance.  In the US, this is beginning to pick up steam too.  As reported in the Harvard Corporate Governance Forum this week, shareholders are increasingly proposing independent chair at AGMs according to ISS:

"Calls for independent board chairs were the most prevalent type of shareholder proposal offered for consideration at U.S. companies’ annual meetings in 2014. As of June 30, 62 of these proposals have come to a shareholder vote, up from 55 resolutions over the same time period in 2013. Notably, the number of proposals calling for independent board chairs has more than doubled over the past five years." as reported by ISS.

So we now observe Bank America, after changing the bank's bylaws as its is rightly allowed to do, decides to combine the CEO and Chairman role.  Such a change reverses a 2009 shareholder resolution at Bank America to separate the two roles.

I learned at the Rock Center for Corporate Governance this summer that combining the roles may suggest that a board is fearful of losing an extraordinary CEO, so this move becomes part of a retention strategy for demi-gods.  I can see the argument in the case of JPM, well perhaps.  But check out this article and the share price of Bank America versus the market in this recent article from the WSJ: http://online.wsj.com/articles/some-investors-chafe-at-bank-of-america-combining-chairman-ceo-roles-1414698418?tesla=y

Is this CEO rock star quality?  Perhaps.  Is running one of the largest banks as CEO and holding the Chairman's seat a realistic set of responsibilities for any single person in today's complex and regulatory driven bank environment?  Or perhaps this is part of succession planning and and a new CEO is about to be named?  Let's see what shareholders say and do...

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