Summary
Bank of America Corporation (BAC) filed an 8-K on October 1, 2014, primarily announcing significant changes to its Board of Directors' leadership structure and governance. The most notable change is the appointment of Brian T. Moynihan, who was already CEO, to the additional role of Chairman of the Board, succeeding Charles O. Holliday, Jr. Concurrently, the independent directors elected Jack O. Bovender, Jr. as the Lead Independent Director. These appointments were accompanied by amendments to the company's Amended and Restated Bylaws and Corporate Governance Guidelines. These amendments formalize the role and responsibilities of a Lead Independent Director, particularly when the Chairman of the Board is not an independent director, as is the case with Mr. Moynihan's dual role. The Lead Independent Director will now have defined duties including presiding over meetings in the Chairman's absence and serving as a liaison between the CEO and independent directors, enhancing corporate governance oversight.
Key Highlights
- 1Brian T. Moynihan, currently CEO, has been appointed as Chairman of the Board, effective immediately.
- 2Charles O. Holliday, Jr. will step down as Chairman but remain on the Board.
- 3Jack O. Bovender, Jr. has been elected as the Lead Independent Director by the independent members of the Board.
- 4Amendments to the Bylaws and Corporate Governance Guidelines have been made to define the role and responsibilities of the Lead Independent Director.
- 5The amendments stipulate that a Lead Independent Director will be appointed if the Chairman is not an independent director.
- 6Key duties of the Lead Independent Director include presiding at Board meetings in the Chairman's absence, calling meetings of independent directors, and acting as a liaison between the CEO and independent directors.