8-KLeadership ChangesExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Executive Changes (Oct 17, 2012)

Filed October 17, 2012For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

Goldman Sachs Group, Inc. (GS) announced on October 15, 2012, a significant addition to its Board of Directors with the appointment of Adebayo O. Ogunlesi. Mr. Ogunlesi brings extensive experience as the Chairman and Managing Partner of Global Infrastructure Partners, LLC (GIP), a firm with which Goldman Sachs has had prior dealings. This appointment increases the total number of directors on the Board to eleven. Investors should note that while Mr. Ogunlesi holds a leadership position at GIP, which has engaged in financial services with Goldman Sachs, the relationship is described as arm's-length and standard. Goldman Sachs has acted as an underwriter for offerings involving GIP-managed funds, generating approximately $250 million in net proceeds for GIP in prior transactions. Mr. Ogunlesi's personal stake in these specific transactions is minimal, representing less than 1.5% of total profits and less than 0.01% of fund interests, mitigating concerns about potential conflicts of interest arising from his directorship.

Key Highlights

  • 1Adebayo O. Ogunlesi appointed to the Board of Directors, effective October 15, 2012.
  • 2Mr. Ogunlesi also appointed to the Audit, Compensation, Risk, and Corporate Governance and Nominating Committees.
  • 3The Board of Directors now comprises eleven members.
  • 4Mr. Ogunlesi is the Chairman and Managing Partner of Global Infrastructure Partners, LLC (GIP).
  • 5Goldman Sachs has provided financial advisory, lending, and investment banking services to GIP.
  • 6Goldman Sachs acted as an underwriter for GIP-managed funds in prior equity offerings totaling approximately $250 million.
  • 7Mr. Ogunlesi's personal financial interest in the specific GIP transactions mentioned is less than 1.5% of profits and less than 0.01% of fund interests.

Frequently Asked Questions

Adebayo O. Ogunlesi is the Chairman and Managing Partner of Global Infrastructure Partners, LLC (GIP). His appointment to the Goldman Sachs Board of Directors is significant as it brings in a leader from a firm with whom Goldman Sachs has had existing business relationships. He has also been appointed to several key board committees, indicating his expected active role in the company's governance.

Goldman Sachs and GIP have a business relationship where Goldman Sachs provides various financial services, including advisory, lending, and investment banking, to GIP and its affiliates. These services are conducted on an arm's-length basis with customary terms. Notably, Goldman Sachs has participated as an underwriter in past equity offerings by GIP-managed funds.

The filing addresses potential conflicts by stating that relationships between Goldman Sachs and GIP are negotiated at arm's length. Furthermore, Mr. Ogunlesi's personal financial stake in the specific GIP transactions where Goldman Sachs acted as underwriter is minimal, representing less than 1.5% of profits and less than 0.01% of fund interests. This structure appears designed to mitigate direct conflicts of interest.

Mr. Ogunlesi's appointment to the Audit, Compensation, Risk, and Corporate Governance and Nominating Committees suggests that the Board values his expertise in critical areas of corporate oversight. This broad committee involvement indicates he is expected to contribute significantly to the strategic and governance functions of Goldman Sachs.