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Snowjob on West Street

28 March 2012 By Rob Cox

Say what you like about Goldman Sachs, but it sure is a clever negotiator. The Wall Street firm, which was publicly criticized a few weeks ago by one of its own for running roughshod over the interests of clients – dubbed “muppets” in internal speak – in the pursuit of profit, has now pulled off what looks like the trade of the year. But this one comes at the expense of its own shareholders.

The bank managed to persuade the American Federation of State, County and Municipal Employees (AFSCME) labor union to withdraw a motion that shareholders vote at the annual meeting in May to separate the chairman and chief executive roles. Similar motions failed to gain majority support in the past. But after the publication of executive director Greg Smith’s resignation letter in the New York Times, this year could have been different.

To win AFSCME over, Goldman agreed to appoint a so-called lead director to take on some of the duties a non-executive chairman might be expected to assume. These include presiding over board gatherings when the chairman is absent; facilitating communication between independent directors, the chairman and chief executive; overseeing the board’s governance processes; evaluating the chief and reviewing and approving the agenda.

That all may sound like a nice sop to shareholders. But Goldman has in the past argued that one reason it was opposed to splitting the chairman and chief executive roles was that it had a presiding director, John Bryan, who effectively performed these duties already. The former Sara Lee boss has been on Goldman’s board since 1999.

So, effectively Goldman appears to be doing little beyond changing the name of the role to appease AFSCME and perhaps embellishing it with a few extra duties. True, it will hand the position to a new director. But Bryan was on his way out anyway, as he bumps up against Goldman’s retirement age of 75 for directors.

Of course, replacing Bryan with a more independent, less pliant director could change the balance on Goldman’s board. But compared to the other possible outcome – a shareholder vote in favor of splitting the chairman and chief executive roles – this is a poor trade for Goldman’s owners. Now they know what it feels like being green.


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