Updated 4.28.2009

Related Posts

Detailed Scorecard



Summary: Some concerns regarding Board Effectiveness as well as Senior Management Turnover. Overall, Internal Control Environment in terms of Audit Committee Effectiveness is also a concern.


Our evaluation identifies some concerns around the effectiveness of the Board. The absence of a clear CEO succession plan puts the Board Effectiveness in doubt. A higher limit on the number of other public company boards that directors can serve on coupled with multiple Board Executive Committee meetings can reduce Board Effectiveness. The company’s Corporate Governance Principles also do not prevent directors from performing consulting services which may result into a conflict of interest situation. On the social and environmental front, there is a definite lack of details around specific environmental issues. Also, the company’s last Sustainability report is from 2006. More current information needs to be provided.


Subscribed members can view a detailed analysis of individual sections by clicking on the tabs above.

Is the Board and Senior Management of Bank of America effective?

  1. An Audit Committee of the Board of Directors has critical oversight responsibilities over the company’s financial and accounting reporting as well as oversight of the audit of the financial statements of a public company. Directors are expected to devote quality time to the affairs of the Audit Committee. However, some members of the Board of Bank of America’s Audit Committee are also CEO’s of other companies. Managing the affairs of one company while providing strategic direction and oversight to a few others can be a herculean task and such directors may be easily overextended. Directors need to devote quality time to each of the companies that they have undertaken to serve whether as a director or an executive officer. (Please refer to the tab on ‘Internal Control Environment’).

  2. The Company's Corporate Governance Guidelines do not prevent directors from performing consulting services for the company. This can give rise to a potential for conflict of interest. To find out the director/s who is/are performing such consulting services please refer to our tab on Board of Directors and Management.

  3. An Executive committee of the Board is provided with broad powers. If a regular Board cannot be assembled quickly, an executive committee is empowered to take all those steps that a regular board can take. It would be generally desirable that the Board take responsibility and perform its duties without having the executive committee take them. As a result, we maintain that the lower the number of executive committee meetings the more effective and responsive the Board as a whole may be. The Board Executive Committee at Bank of America, held multiple meetings during the year. To see the number of Board Executive committees for this company, please refer to our tab on Board of Directors and Management.  (Refer to the tab on ‘ Board of Directors and Management ’).

  4. Bank of America has experienced senior management turnover among an ongoing controversy regarding bonus payments.

  5. Less than 20% of the bank’s board are comprised of women directors raising diversity issues at the top.


What is Bank of America’s Social and Environmental impact?

  1. The last complete sustainability report published by Bank of America is from 3 years back. The 2006 sustainability report gives details on emission levels, energy conservation and other relevant environment related matters. The report lacks details around some other social and environment metrics. To see what has been provided in this report and what’s missing, please refer to the tab on Social and Environmental Responsiveness.

  2. Our sources for gathering relevant information include Bank of America’s Proxy Statement filed in March 2009 as well their 2006 Sustainability Report.


Related Posts

Detailed Scorecard


Board Size: 18 (as per 2008 Proxy Statement filed in March 2009.)

Board of Directors Compensation ($): Cash- $80,000; Restricted Stock Award- $160,000

Total CO2 emissions (metric tons): 2008-not published; 2007- not published

Amount received in Government Bailout ($): $45 Billion

Total CEO compensation for 2008($): $9.96 million

Chief Risk Officer: Gregory Curl

Changes in Chief Risk Officer over the past 2 years**: Once (Amy Woods Brinkley appointed in 2002 succeeded by Gregory Curl in 2009. The CEO Ken Lewis and Amy Woods Brinkley mutually decided that they needed a different approach to risk management.)

Tenure of Chief Risk Officer in this position: Gregory Curl has held the position of Chief Risk Officer at Bank of America since June 2009.

** Why do we look at ‘Changes in Chief Risk Officer’?  Companies, where we observe quick changes to senior risk positions (in case of companies in the finance industry) are high on our ‘watch’ list.