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Goldman's deal with union: something for everyone

03/28/2012 | 09:25pm US/Eastern

Goldman Sachs' (>> Goldman Sachs Group, Inc.) leadership restructuring deal with a powerful union allows Lloyd Blankfein to keep both his titles of chairman and chief executive officer and present a strong public face at a time when such dual roles are falling out of favor.

Goldman Sachs' (>> Goldman Sachs Group, Inc.) leadership restructuring deal with a powerful union allows Lloyd Blankfein to keep both his titles of chairman and chief executive officer and present a strong public face at a time when such dual roles are falling out of favor.

But the deal also quietly opens the door for stronger corporate governance oversight within the giant firm, which faces long-running pressure to reform a corporate culture that has come to define Wall Street's resistance to change.

Goldman agreed to appoint an independent lead director, who among other things would be in charge of evaluating the CEO's performance, rather than splitting the roles, as the union had sought.

The changes were not as dramatic as those that were originally pressed for in a proxy resolution filed by the American Federation of State, County and Municipal Employees (AFSCME), which has similar proposals pending at eight other companies.

But it did satisfy enough union concerns to make the group, which has 1.6 million members, willing to withdraw its resolution.

"We thought it was progress, and we realize that their culture has a long way to go," Lisa Lindsley, the union's director of capital strategies, said in an interview on Wednesday.

Lindsley said another reason the union agreed to withdraw the proposal was an agreement by Goldman Sachs that its new lead director would meet the standards for the job set by the ISS proxy advisory service. Compared to a previous arrangement for a presiding director at Goldman, Lindsley said the new position will have more power such as setting the agenda at board meetings, leading the annual CEO evaluation, and overseeing board governance processes.

For Goldman, meanwhile, the deal allows the company to move forward with many of the features of its previous structure in which presiding director John Bryan already had similar duties.

Bryan must retire this year according to bylaws because he is 75, and a new independent lead will have to be named.

Some commentators saw it as a win for the firm. Shareholders might have done better to vote for a formal split of the jobs of chairman and CEO, wrote Reuters Breakingviews columnist Rob Cox. "This is a poor trade for Goldman's owners," the shareholders, he wrote.

Separately, some senior executives at the firm have discussed a structure in which President Gary Cohn would take the chief executive officer role and Vice Chairman J. Michael Evans would be elevated to president, leaving current CEO and Chairman Blankfein with only the chairman role, according to two people familiar with the matter. The sources declined to be identified because they were not authorized to speak publicly.

However, a split in power is far from certain and Goldman said in a statement that its "board of directors and senior management have not had any discussions or conducted contingency planning around splitting the roles of Chairman and CEO."

NO LOST OPPORTUNITY

Other activists and corporate governance experts said the union's deal with the company makes sense for both sides. There is no guarantee AFSCME would have prevailed in a vote, and activists can always put up a stronger resolution next year. "AFSCME knew what position it was in, to get Goldman started in a changed direction," said Broc Romanek, a Virginia attorney specializing in governance issues.

"I don't think it's a lost opportunity, there will be other opportunities," he said.

Although AFSCME does not own many shares in Goldman Sachs directly, its pension plan has about $850 million in assets and its members include many elected leaders of public pension plans with more than $1.7 trillion.

The union has used this influence as an early advocate of various corporate governance changes that later become law or standard practice. Reforms it has backed include the "say on pay" votes for chief executive compensation, and rules making it easier for shareholders to nominate their own directors. AFSCME's focus this year on splitting the roles of chief executive and chairman shows the new attention the issue is getting following the financial crisis. Other vocal shareholder activists have also picked up the issue including New York City Comptroller John Liu, whose office has submitted similar resolutions at Mylan Inc (>> Mylan Inc.) and Philip Morris International (>> Philip Morris International Inc.).

In addition to Goldman Sachs, AFSCME this year has targeted eight other companies with resolutions to split the top jobs. Some have not responded at all, including JPMorgan Chase & Co (>> JPMorgan Chase & Co.), Lindsley said. Others, such as Johnson & Johnson (>> Johnson & Johnson) and Anadarko Petroleum Corp (>> Anadarko Petroleum Corporation), have made changes she described as positive, though not enough to persuade the union to withdraw its proxy proposals.

Johnson & Johnson has said William Weldon will relinquish his CEO role in April though he will remain chairman; Anadarko has announced a similar change.

"I think it's a good year," Lindsley said. "We're not the only ones who filed independent chair proposals, and it's not a new theme. But maybe it's an idea whose time has come."

(Editing by Aaron Pressman, Alwyn Scott and Phil Berlowitz)

By Ross Kerber and Lauren Tara LaCapra

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