Like a petulant child who’s been told he can’t have chocolate cake for breakfast, JPMorgan Chase & Co. Chairman and Chief Executive Officer Jamie Dimon indicated before today’s shareholder vote that he might have quit if shareholders had voted to split the roles of chairman and CEO.
If Dimon is as smart a corporate leader as many claim he is, he would recognize that a wise CEO recognizes that checks and balances are essential for sound corporate governance, and that an independent board – led by an independent chairman – is vital to any public company, particularly one with business operations as vast as JPMorgan’s. There is an inherent conflict in having a CEO who reports to himself as chairman. Typically when CEOs serve in both roles, it is the chairman’s position that tends to get short shrift.
There’s no dispute that shareholders have benefited financially from Dimon’s leadership. But profits alone don’t equate to good governance.
The need to have different people serve as CEO and chairman is particularly acute in JP Morgan’s case given the litany of problems the firm has had recently.
At the top of the list is the “London Whale” fiasco, causing trading losses that so far have cost the bank more than $6 billion. Dimon initially dismissed media reports about the scandal, calling the situation a “complete tempest in a teapot.” A damning report by a Senate investigation subcommittee questioned whether he deliberately downplayed what he knew were the major consequences of the trades.
The report, issued last month, said that when Dimon made that statement, the evidence indicates that he “was already in possession of information about the SCP’s [Synthetic Credit Portfolio’s] complex and sizeable portfolio, its sustained losses for three straight months, the exponential increase in those losses during March, and the difficulty of exiting the SCP’s real time Location system.”
Meanwhile, JPMorgan has paid $4.3 billion to settle charges regarding mortgage abuses and $88.3 million to settle claims it violated sanctions against Iran, Cuba and the Sudan. There are government inquiries into whether JPMorgan manipulated energy markets. The Office of the Comptroller of the Currency singled out JPMorgan in a blistering critique of its anti-money-laundering controls, noting “critical deficiencies” in the way JP Morgan monitors transactions, flags suspicious activity and conducts basic due diligence on its customers. The state of California is suing JPMorgan for fraudulent and unlawful credit-card debt collection practices.
The need for strong, independent leadership of corporate boards is reinforced by the results of a recent survey of chief financial officers by Ernst & Young . The survey found that 47% of CFOs thought legally and ethically questionable actions were justified in an economic downturn, and 52% thought management is likely to cut corners to meet targets.
The JPMorgan shareholder debate has highlighted the problems with a profits-above-all mentality. That attitude is the reason JPMorgan and other banks ran roughshod over 4.2 million homeowners during the foreclosure crisis, ignoring critical steps in the foreclosure process; that is why JP Morgan failed to properly manage its London trading operation that “piled on risk, ignored limits on risk-taking, hid losses, dodged oversight and misinformed the public,” as Senator Carl Levin (D-Michigan) put it; and that is why JPMorgan faces litigation that takes 10 singled-space pages to describe in its quarterly filings with the Securities and Exchange Commission.
A public company is not a private fiefdom, no matter what Dimon and his supporters believe. Boards of directors need to hold their CEOs accountable, which can lead to better outcomes for shareholders overall. That is done best when there are different people who are CEO and chairman.
The receptionist handed over the card key for the room with a slightly apologetic instruction. “You put it in the slot beside the door, this way round, then wait” – he gave the word “wait” a special emphasis – “until you hear a click, then the door is open.” Oh, the vagaries of the hotel card key. Oh, the incompetence, so the receptionist hinted, of the average hotel guest.
But I did wait, and the door did open. Then the difficulties began. I couldn’t find the little cradle that such cards often slot into to operate the electricity. I searched high and low, but to no effect. Fortunately, a chambermaid was still at work down the corridor. I looked pathetic, affected my best Italian pronunciation of “elettricita”, and she pointed to a horizontal slot actually in the wall, unmarked and almost invisible. The power sprang to life. I could now make the door say, “Do not disturb”; I could make it say “Clean the room, please”. I could, in theory, set the room temperature and the air conditioning (though I couldn’t make them work; my fault, I’m sure).
Someone, it seems, has sold Italian hotels, even small ones, a job lot of these all-embracing “smart” systems; I’ve come across quite a few of them over the past 10 days, and become adept at wiggling the card in the slot when, as often, it did not immediately connect.
Don’t get me wrong. I’m a fan of card keys and the eco-friendly power-saving they facilitate. But, as the brains behind the recent failed launch of Microsoft’s Windows 8 learnt to their cost, those who spend all their waking hours refining hi-tech gadgetry can get so far ahead of the rest of us that they end up making our lives more complicated, not less.
Italians have long been in the vanguard of techie progress. On assignment in Rome in the late 1980s – long before mobile phones, the internet and online anything, a time when we foreign correspondents routinely dismantled phone sockets and teased out the wires to send reports electronically – the press room had screens on wheels that scrolled the latest news from major international news agencies, continually updated. They were elegant, efficient, state of the art, but – best of all – you didn’t need to know how to work them.
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