Wednesday, April 10, 2013

Exclusive: Goldman deal with union group lets Blankfein keep dual roles

By Ross Kerber

(Reuters) - For the second year in a row, Goldman Sachs Group fended off a shareholder proposal that would have stripped Chief Executive Lloyd Blankfein of his chairman title. Instead, Goldman agreed with a union-backed investment group to increase the powers of its lead director.

CtW Investment Group, which advises union pension funds, said it agreed to withdraw a proxy resolution that would have required a split between the chairman and CEO roles.

In return, Goldman agreed to give its lead director, James Schiro, greater powers, such as setting the board's agenda, not just approving it, the investment group's executive director Dieter Waizenegger said in a telephone interview. Schiro will also write his own letter to shareholders in the company's annual proxy statement.

Last year Goldman struck a similar deal with a public-sector employees union that established the lead director position under the independence standards set out by proxy advisor Independent Shareholder Services.

Goldman, which last month lost a bid with regulators to keep the proxy question off its ballot, said the changes would improve its board.

"We've had a constructive engagement with our shareholders, and believe that the enhancements we have made further solidify the independence of the Board," the firm said in a statement.

Executives declined to be interviewed, spokesman David Wells said.

As with last year's agreement, the latest deal offers something for both sides at a time when institutional investors are keen for companies to improve their corporate governance after the financial crisis.

The union group made the deal after a meeting with Schiro in which he seemed serious about providing strong oversight, Waizenegger said. Meanwhile, Goldman and Blankfein avoid a potentially messy shareholder battle over his titles.

(Reporting By Ross Kerber; Editing by Leslie Adler, Aaron Pressman and Nick Zieminski)


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