Bank of America Corp. shareholders should oppose a proposal allowing Chief Executive Officer Brian Moynihan to remain chairman, proxy adviser Glass Lewis & Co. said.
Moynihan, 55, became chairman in October after the second-largest U.S. lender amended shareholder-backed bylaws created in 2009 that require an independent chairman. The bank’s investors are scheduled to vote Sept. 22 on a proposal that would ratify that change.
“We do not believe the company has provided sufficient rationale that shareholders should ratify the board’s decision to repeal a hard-fought governance reform,” Glass Lewis said Wednesday in a report. “Vesting a single person with both executive and board leadership may concentrate too much responsibility in a single person.”
“The board recognizes that some have a fixed view on board leadership structure, but the board believes it’s in the best interest of shareholders to have the same flexibility that nearly all the S&P 500 already has in determining its appropriate leadership structure,” said Larry DiRita, a spokesman for Charlotte, North Carolina-based Bank of America.
The recent departure of former Chief Financial Officer Bruce Thompson, who was replaced by Paul Donofrio last month, increased concerns about the bank’s leadership, according to Glass Lewis. Still, the adviser’s recommendation isn’t meant as a criticism of Moynihan, but is based on the impact of the bylaw change, Glass Lewis said.