RESOLVED: Shareholders of JPMorgan Chase & Co. ("JPM") ask the Board of Directors to adopt a policy, and amend the bylaws as necessary, to require the Chair of the Board to be an independent director. The policy should provide that (i) if the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the policy within 60 days of that determination; and (ii) compliance with this policy is waived if no independent director is available and willing to serve as Chair. This policy shall apply prospectively so as not to violate any contractual obligation.

Supporting Statement: In our view, shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the chief executive officer ("CEO") and the Board and support strong Board oversight of management. According to proxy advisor Glass Lewis, "shareholders are better served when the board is led by an independent chairman who we believe is better able to oversee the executives of the Company and set a pro-shareholder agenda without the management conflicts that exist when a CEO or other executive also serves as chairman."

While separating the roles of Chair and CEO is the norm in Europe, 53% of S&P 500 boards have also implemented this leading practice. Directors on boards with a joint CEO-Chair report being more likely to have difficulty voicing a dissenting view (57% versus 41%) and to believe that one or more of their fellow directors should be replaced (61% versus 47%) according to a 2019 survey by PwC.

James Dimon has held the dual roles of Chair and CEO of JPM since 2006. JPM's lack of independent board leadership may be exacerbated by the fact that Lee Raymond, JPM's lead director and former Chair/CEO of ExxonMobil, has served on the Board of JPM and its predecessor corporations since 1987. According to ISS Governance QualityScore, "an excessive tenure is considered to potentially compromise a director's independence." The Council of Institutional Investors cautions that "Extended periods of service may adversely impact a director's ability to bring an objective perspective to the boardroom." CalPERS' Governance and Sustainability Principles state that independence "can be compromised at 12 years of service."

We believe independent Board leadership would be particularly useful in establishing more rigorous oversight of risk management at JPM, which paid tens of billions of dollars in fines and regulatory settlements over the past decade. The brands of both Chase and JPMorgan fell in Brand Finance's 2019 ranking of banks.1 While JPM economists have warned that standard models of a "business-as-usual" approach toward climate change may be flawed, JPM is the largest funder of fossil fuel projects, according to a 2019 report.2

We urge shareholders to vote for this proposal.

1 https://brandfinanee.com/knowled ge-e::entre/reports/brand-finance-banking-500 -2019/
2 https://www.ran.org/bankingoncli matechange2019/#data-panel