Pressure Rises On JP Morgan Over Risk, Clawbacks

Shareholders of JPMorgan Chase & Co gathered in the hundreds on Tuesday for its annual meeting, as pressure rises on the bank and Chief Executive Jamie Dimon over billions of dollars in trading losses.

Even as the meeting kicked off, some shareholders were already calling for Dimon to claw back compensation from the executives responsible for the losses. Meanwhile, current and former government officials piled on what they called the bank's failure to manage its risks.

The meeting, at a bank back-office complex in Tampa, Florida, will give investors their first crack at Dimon, who is also JPMorgan's chairman, since he revealed a soured hedging strategy had resulted in trading losses of at least $2 billion.

Nearly two hours before the meeting began, the company appeared to have a heavy turnout on its hands, with half of the 300-plus seats already filled and the potential for many more people to come. Security guards started taking shareholders' coffee cups and water bottles as the start of the meeting drew near.

U.S. Treasury Secretary Timothy Geithner said JPMorgan's losses strengthened the case for reform.

"I think this failure of risk management is just a very powerful case for ... financial reform," Geithner told an event in Washington sponsored by the Peterson Foundation. "The test of reform is not whether you can prevent banks from making mistakes ... the test of reform should be: Do those mistakes put at risk the broader economy, the financial system or the taxpayer?"

After two trading days of heavy losses, JPMorgan shares rose 1.9 percent to $36.48 in early trading. Even so, the stock is still down more than 10 percent since the trading losses were disclosed, wiping out $16.2 billion in market capitalization.

"It affects my opinion of the entire financial industry," said Dennis Hong, principal with Altimeter Capital, a hedge fund that manages about $250 million.

"It's really shocking because JPMorgan has been known as the most conservative in terms of managing their business risk. They may be losing their way," Hong said at an event in Boston.

CLAWBACK PRESSURE
JPMorgan is likely to face a barrage of questions about what Dimon knew, when he knew it, and how a bank that has boasted of its "fortress" balance sheet could make such a major mistake.

The shakeup from those trades started Monday, as the company's chief investment officer retired.

"I am amazed that they think $2 billion is a bump in the road," said A. Reihl, an 85-year-old shareholder who said she has owned the stock for more than a decade. "This is not the time to be taking risk."

New York City Comptroller John Liu, who oversees the city's $400 million stake in JPMorgan, on Tuesday joined those calling for a "clawback" of compensation from executives responsible for the trading losses, including the retired CIO, Ina Drew.

In its 2011 annual report, JPMorgan said its stock-based compensation awards were subject to such clawback provisions. It said in its proxy filing that it could conduct a clawback review "as a result of a material restatement of earnings or by acts or omissions of employees."

JPMorgan can cancel unvested awards or require the value of distributed shares to be repaid when "the employee engages in conduct that causes material financial or reputational harm to the Firm or its business activities," according to the proxy.

Reuters was unable to reach Drew at her New Jersey home on Monday evening.

"We don't know the facts and culpability, but it appears she did have a responsibility here along with a number of others," Sheila Bair, former chairman of the Federal Deposit Insurance Corp, said in an interview with Reuters Insider. "Clearly, the whole purpose of clawbacks is if you make a bad bet that results in losses, compensation should be clawed back."

NOISY MEETING
At the meeting proper, shareholders will vote on proposals including splitting the roles of chairman and CEO.

The California Public Employees' Retirement System, the largest pension fund in the United States, will lead calls to strip Dimon of the chairmanship. It said splitting the offices of chairman and CEO would lead to better risk controls.

"CalPERS believes if the chairman was independent the board may be able to exercise stronger oversight of management," the organization said in a note setting out its voting intentions ahead of the meeting.

The group, which owns $565 million of JPMorgan stock, said it would support executive compensation proposals but warned it would "closely review" the effects of the trading losses when analyzing the 2013 say-on-pay vote.

The two leading proxy advisory firms -- ISS and Glass, Lewis -- are already backing the nonbinding proposal calling for a split of the jobs of chairman and CEO.

The California State Teachers Retirement System, the Florida State Board of Administration and the New York State Comptroller's office, which each oversee about $150 billion in assets, have said they will also vote for the split.

'F' ON CORPORATE GOVERNANCE
No matter the circumstances, governance experts expect some fireworks on Tuesday.

"It was going to be a noisy shareholder meeting anyway, but it's likely to be more boisterous than if it had been held before last Thursday," said Paul Hodgson, senior research associate of GMI Ratings.

The firm slapped its lowest rating - "F" - on JPMorgan's corporate governance policies even before disclosure of the trading loss. Fewer than 5 percent of the companies rated by GMI get the bottom ranking, Hodgson said.

Many large shareholders wait until the last few days to vote, so the trading loss may influence some to withhold votes supporting management proposals or to actively support some shareholder resolutions.

"We're not looking at losses in a portfolio that could continue deteriorating because of systemic issues," said Guggenheim Securities analyst Marty Mosby. "We're dealing with a hedging strategy that didn't work."

REUTERS