N.C. Retirement System Comes Out Against Bank of America Governance Change


The North Carolina Retirement Systems are joining CalPERS and CalSTRS in their opposition to a recent governance change at the top of Bank of America.

Recently, BoA changed its bylaws to eliminate the requirement for an independent board chairman; now, one executive is allowed to man the roles of both chairman and chief executive.

The N.C. Retirement Systems, along with CalPERS and CalSTRS, will vote as shareholders later this month on the governance change.

More from the Charlotte Observer:

At the Sept. 22 gathering, shareholders will vote on whether to ratify the bank’s decision last October to change its bylaws and eliminate a requirement for an independent chairman. The bank did not consult with shareholders before making that bylaws change, a decision that upset some large investors, causing the lender to schedule the special meeting.

“It is our firm belief that an independent board is the most effective means of protecting shareholders’ interests and ensuring adequate board oversight of management,” Melissa Waller, chair of the pension fund’s corporate governance committee, said in a statement.

The announcement by the N.C. pension fund follows vows other big Bank of America shareholders have made to vote against recombining the roles.


Supporters of splitting the roles also say having two people hold the titles provides an independent check on management.

In getting rid of the requirement for an independent chairman, the bank undid a bylaws change it made in 2009 after shareholders voted at the time to split the roles.

The N.C. Retirement Systems own a $153 million stake in the bank, or about 1 percent of outstanding shares.

Photo by Sarath Kuchi via Flickr CC License

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