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December 01, 2016 at 11:36 AM
Wells Fargo & Co. changed its bylaws to require a separate chairman and chief executive officer, breaking with most of its U.S. peers after years of sales abuses in its branches spiraled into a national scandal.
That move is significant in an industry that has long fought off pressure from corporate governance activists and shareholders including pension managers, but it won’t change Wells Fargo’s current leadership. John Stumpf had held both roles at Wells Fargo until he stepped down in October under pressure from lawmakers. Tim Sloan was promoted that month to CEO, while Stephen Sanger became non-executive chairman.
“Formalizing this structure is the right decision at this time,” Sanger said in a statement. “Efforts to restore the trust of our customers and team members are well underway and will continue until we have fully addressed the issues surrounding retail banking sales practices.”
The approach differs from almost all of Wells Fargo’s biggest competitors, including Bank of America Corp. and JPMorgan Chase & Co., which have persuaded shareholders not to divide the jobs in recent years. Citigroup Inc. is the only other bank among the nation’s top six that hasn’t granted both titles to its current leader.
Stoking Debate
Proxy advisors typically advocate for separating the two most powerful roles at a corporation. The issue resulted in a special vote last year at Bank of America after CEO Brian Moynihan was granted the chairman role without shareholder input. He ultimately prevailed in keeping both titles. At JPMorgan, similar proposals were defeated last year and in 2013. The idea was also put forth in 2014 and withdrawn before a vote.
Splitting the roles at Wells Fargo, the third-largest U.S. lender by assets, buttresses the case that other banks should follow suit, according to CtW Investment Group’s research director, Richard Clayton.
