In Focus

Wells Fargo Amends Bylaws to Require Separate Chair and CEO

Bowing to pressure from investors, the Wells Fargo board of directors amended the company’s bylaws to require the separation of the chair and CEO roles and that the board chair and vice-chair be independent directors. The San Francisco-based bank said the board approved the changes on November 29.
 
The board acted just days after a group of institutional investors--Connecticut State Treasurer Denise Nappier, Illinois Treasurer Michael Frerichs, Hermes EOS and the Needmor Fund--filed a proposal asking Wells Fargo's board to change its bylaws to require the chair to be an independent member of the board.
 
Wells Fargo split the chairman and CEO roles in October when then-CEO-Chair John Stumpf retired from the company amid a controversy over unauthorized bank and credit card accounts. But the bank had not committed to separating the roles formally.

Upcoming Events


View All

CII Priorities

Universal Proxy In contests, investors should be free to vote for the nominees they prefer.

Executive Compensation CEO pay should be transparent and tied to long-term performance.

Dual-Class Stock Each share of a public company's common stock should have one vote.

Join Now

  • Stay up-to-date on the latest in corporate governance
  • Access the weekly CII Governance Alert and Special Reports
  • Interact with top staff of major U.S. institutional investors at CII conferences
  • Gain from CII's reputation as the leading advocate for institutional investors