(The following press release from AFSCME was received by e-mail. The 
sender verified the statement.) 
Coalition with $820 million in JPM Shares Seeks Stronger, More Independent 
Governance and Oversight 
NEW YORK, N.Y. — A coalition of investors including the AFSCME Employees 
Pension Plan, the Connecticut Retirement Plans and Trust Funds, Hermes Equity 
Ownership Services  and the NYC Pension Funds, has filed a shareowner proposal 
calling on JPMorgan Chase (NYSE: JPM) to name an independent board chairman.  
JP Morgan Chase shareowners will vote on the proposal at the company’s 2013 
annual meeting in May.   
The coalition’s decision to jointly file the proposal in 2013 reflects mounting 
investor concerns with the board’s oversight in the wake of the London Whale 
losses, recent regulatory sanctions, and its failure to fully demonstrate that 
it can manage the size and complexity of its balance sheet.  A virtually 
identical proposal received an impressive 40 percent favorable vote in 2012 
after the AFSCME Employees Pension Plan submitted it for the bank’s 2012 annual 
A clear conflict of interest exists when a company’s board of directors, which 
is responsible for overseeing the company’s CEO, is chaired by the CEO.  This 
conflict is heightened by the fact that the CEO provides the board with the 
information it depends on to oversee business practices and assess risk 
management.   The coalition believes that the perpetuation of this conflict of 
interest in JPMorgan Chase’s management has the potential to adversely affect 
the value of their investments in JP Morgan Chase and should be eliminated. 
JPMorgan Chase has acknowledged that its own internal controls, which were 
certified by the CEO and accepted by the board, did not provide adequate 
oversight to protect against the so-called London Whale trades.  Earlier this 
month, e-mails were released evidencing deliberate overrides by JPM employees 
of quality controls in the mortgage market.  In addition, the Federal Reserve 
and the Office of the Comptroller of the Currency both issued cease-and-desist 
orders last month requiring JPMorgan Chase to tighten its oversight in 
connection with trading and money laundering. 
“Unchecked risk-taking and oversight failures have cost JPMorgan more than $6 
billion in losses and seriously damaged its reputation,” said NYC Comptroller 
John C. Liu, who is investment advisor, custodian, and trustee of the New York 
City Pension Funds. “Without an independent board chair, JPMorgan will be 
unable to restore investor confidence and ensure future compliance — both 
integral to protecting and creating long-term value.” 
Connecticut Treasurer Denise L. Nappier – principal fiduciary of the $26 
billion state pension funds -- said, "Suffice it to say, at the heart of the 
company’s failures in managing risk and developing a strong corporate culture 
of ethics, accountability and transparency is the question about independence. 
It is impossible to imagine how board oversight of the company’s affairs will 
be strengthened while CEO Jamie Dimon leads the very board that is charged with 
overseeing his own shortcomings. JP Morgan Chase needs an independent chair to 
address these significant governance issues as a forerunner to protecting and 
enhancing long-term shareholder value, and doing so in a responsible manner.” 
“Even a Master of the Universe can be swallowed by a London Whale.  We need a 
system of checks and balances to protect shareholders,” said AFSCME President 
Lee Saunders, who also serves as the Chair of the AFSCME Employees Pension 
Plan’s Pension Committee. 
Leon Kamhi, Executive Director, Hermes Equity Ownership Services, said, 
“Combining the roles of Chairman and CEO not only  confuses the 
responsibilities, but it overly concentrates power in one individual, creating 
oversight and accountability problems,  Moreover, we believe this is a core 
principle for good corporate governance.”  
A separation of the CEO and board chair duties is widely acknowledged to 
increase a company’s accountability and performance.  Companies that maintain 
an independent board chair outperform those that do not.  A June 2012 report by 
GMI Ratings found that five-year shareowner returns were nearly 28% higher at 
companies with a separate CEO and board chair.  More and more companies have 
independent board chairs.  Institutional Shareholder Services, a leading 
independent proxy advisor, reported that 21.5% of S&P 500 firms had an 
independent chair in 2012, up from 18.1% in 2010. 
The AFSCME Employees Pension Plan held 74,984 shares of JPM as of November 1, 
2012.   The Connecticut Retirement Plans and Trust Funds held 1,391,999 shares 
as of December 27, 2012. Hermes Equity Ownership Services represented 5,506,885 
shares as of December 31, 2012. The New York City Pension Funds are composed of 
the New York City Employees’ Retirement System, Teachers’ Retirement System, 
New York City Police Pension Fund, New York City Fire Department Pension Fund, 
and the Board of Education Retirement System.  The New York City Pension Funds 
held 9,747,342 shares of JPMorgan valued at $479,764,173.24 as of February 14, 
RESOLVED:  The shareholders of JPMorgan Chase & Co. (“JPM”) request that the 
Board of Directors adopt a policy, and amend the bylaws as necessary, to 
require the Chair of the Board of Directors to be an independent member of the 
Board. This independence requirement shall apply prospectively so as not to 
violate any contractual obligation at the time this resolution is adopted.   
Compliance with this policy is waived if no independent director is available 
and willing to serve as Chair. 
JPM CEO James Dimon also serves as chair of the board of directors.  We believe 
the combination of these two roles in a single person weakens a corporation’s 
governance which can harm shareholder value.  As Intel’s former chair Andrew 
Grove stated, “The separation of the two jobs goes to the heart of the 
conception of a corporation.  Is a company a sandbox for the CEO, or is the CEO 
an employee?  If he’s an employee, he needs a boss, and that boss is the board. 
 The chairman runs the board.  How can the CEO be his own boss?”  
In our view, shareholder value is enhanced by an independent board chair who 
can provide a balance of power between the CEO and the board, and support 
strong board leadership.  The primary duty of a board of directors is to 
oversee the management of a company on behalf of its shareholders. We believe 
that a CEO who also serves as chair operates under a conflict of interest that 
can result in excessive management influence on the board and weaken the 
board’s oversight of management.  
An independent board chair has been found in academic studies to improve the 
financial performance of public companies. A 2007 Booz & Co. study found that 
in 2006, all of the underperforming North American companies with long-tenured 
CEOs lacked an independent board chair (The Era of the Inclusive Leader, Booz 
Allen Hamilton, Summer 2007). Another study found that, worldwide, companies 
are now routinely separating the jobs of chair and CEO:  less than 12 percent 
of incoming CEOs were also made chair in 2009, compared with 48 percent in 2002 
(CEO Succession 2000–2009: A Decade of Convergence and Compression, Booz & Co., 
Summer 2010).   
We believe that independent board leadership would be particularly constructive 
at JPM, where the “London Whale” trading fiasco, in which our company recorded 
$5.8 billion of principal transactions losses from the synthetic credit 
portfolio, “tainted Mr. Dimon’s reputation as one of Wall Street’s best risk 
managers, and raised questions about the board's oversight” (“Cold Eye Over 
‘Whale’ Probe,” Wall Street Journal, August 20, 2012). In connection with those 
losses, JPM acknowledged that its “framework for managing risks and risk 
management procedures and practices may not be effective” (10-Q). This proposal 
received 40 percent support in 2012 days after the first “London Whale” loss 
disclosure (“Did the Timing of Disclosure Save Jamie Dimon’s Job as JPMorgan 
Board Chairman?” New York Observer, May 16, 2012). 
(rml) NY
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