Corporate Governance

Arnold W. Donald

President & CEO, Carnival 

Responsible Growth is growing in a way that is good for the client. It’s obviously also good for Bank of America, and it’s good for the communities we’re in. 

What I think makes a good board is a board that is supportive of management, but not afraid to challenge management. We have a responsibility and the responsibility is governance, to maximize return to shareholders over the life of the firm, and to do that, we have to grow responsibly. 

But the independence is important because it allows us to always challenge and to bring in an unbiased perspective to ensure that the shareholders’ interest and the community interest are being served. 

Management team and Brian, they do a great job of being concise, but comprehensive, and helping us follow what are the most critical aspects of the operations and to tune in on the things that are most important to deliver for the shareholders, for the employees, and, and, for the communities we operate. 

One of every two households in America is a client of Bank of America. We have two hundred plus thousand employees. That’s a lot of human spirit walking around, and valuing that human spirit I think is a core value of Bank of America. 

Brian Moynihan 

Chair of the Board & CEO, Bank of America

As we think out to the future, we’re going to be driving Responsible Growth. We’re going to be living our purpose. That won’t change. The Board’s core role is to govern the company and represent the shareholders. They have to think of the strategic position of the company, what we’re doing in strategies, ensure that we’re invested in the long term at all times. 

You can’t just say, “Here’s our values.” You can’t just say, “Here’s Responsible Growth.” The question is what do you do to live by it. It really means, intellectually, how you get up in the morning, think about what your job is. You’re coming here to help the customers, and everything behind that. It comes to the way we design the activities we do for the different types of customers. It comes from the business we choose to be in and not be in. And all that is governed by the view of how we think the company should operate from the Board on down. And we’re good people, and we want good customers, and we want to do the right thing, and we want to help them do it. That’s the moral compass of the company. 

Clayton Rose 

President, Bowdoin College

Responsible Growth means that we are focused on the long term and not on the short term, and providing customers with opportunities. It’s not about what it’s doing for the bank; it’s what it’s doing for and helping our customers. 

The larger social issues that exist in our world: Climate change and economic inequality to name two. I think there are at least two ways that an organization like the Bank of America has an opportunity and I would argue an obligation to be engaged. 

The first way is to make sure that the financial system and the economic system are furthered by the work that we do, not hindered or harmed by the work that we do. But the second is also to bring the resources and the thoughtfulness of the organization to bear directly on those problems by providing funds and encouraging new ways of thinking about solutions to those problems. 

One of the things that I think we are uniquely suited among a handful of institutions is because of the size and scope and scale and integrated nature of what we do within the economy, we have some very interesting perspectives about how to think about those problems, and we’re engaged in helping other organizations think about solutions because of these perspectives that we bring. 

R. David Yost 

Former CEO, AmerisourceBergen

The Responsible Growth strategy means to me, being responsible to the shareholders, being responsible to the community, being responsible to all the constituencies, which includes our associates, both in the short term and the long term. 

The primary function of the Board is to hold the senior management and the leadership accountable. And we clearly do that at Bank of America. It’s to oversee the—the strategy, to make sure we’re, you know, we’re headed in the right direction. And not only for the short term but also for the long term. 

As a member of the Board, that’s one of my key responsibilities, to be responsive to the shareholders, and to hold management accountable. And I think this Board has done excellent job of that. 

When you think about the opportunity the bank has to start with someone who is very young, and grow with them throughout their life as their needs increase and—and change. And then even down to their children, and their children’s children. 

And really it’s a—it’s a wonderful, you know, opportunity.  It’s one of the things that makes Bank of America so exciting for, for the long term. 

Denise L. Ramos

Former CEO and President, ITT Inc.

I started out in oil and gas, a very engineering, industrial kind of a company. I spent twenty years there. I then went to do something very, very different, and it had to do with understanding what matters to consumers. I recognized it was important to combine those two concepts. It's not just what you make, it's how you make it, and how you’re impacting the people.  So this concept of being an industrial company, but with a human touch with it was really important to me, and that's really what I advocated in the company.

My passion has always been finance.  The Bank of America opportunity came up to me, and the key thing that I looked at was – Is this a company I believe in?  Is this a company that has a good Board, that I like the CEO, and that I like the culture in the company? And Bank of America fits all of that criteria for me. Despite the success that's here, it's a very humble culture; it's people that care about other people, they care about doing the right thing. You don't always see that in companies.

It's really important for Bank of America that we understand that what we do impacts a lot of people's lives. It's not only the bank and the shareholders; it's the customers, it's the communities, it's the employees. It's very complex, but what underlies all of that is a value structure, making sure that you're doing it in a way that can benefit society.

Frank P. Bramble, Sr.

Chair, Enterprise Risk Committee

Former Executive Vice Chair, MBNA Corporation

Responsible Growth is who we are. It’s our competitive differentiator. It says the customer first, so it’s all about developing further penetration with our existing customer base with products they need.  And Responsible Growth is completely aligned with our shareholders’ needs. In the last two years it’s showing, because in our eight lines of business, we have generated positive operating leverage in every one of those businesses. We are providing return to our shareholders with this strategy. 

We represent the shareholders. We are independent members of that Board. Our job is oversight. The management team’s job is execution of the strategy. Our job is to approve the strategy and to oversee the implementation of that strategy. 

The role of a lead independent director is to absolutely make sure that all our governance practices are aligned in the interest of the shareholders. And he then needs to build a positive and constructive relationship with the CEO and the senior management team, and he needs to be candid and direct with the CEO in all his interactions. 

There’s no doubt about it, if we execute our Responsible Growth strategy, we will win in the marketplace, and we will sustain ourselves and be a truly great company over a very long period of time. 

Linda P. Hudson 

Former President & CEO, BAE

Executive Officer, The Cardea Group LLC

When we talk about Responsible Growth, what we’re really looking at is doing growth where everybody wins. We are focused on the customer, particularly broadening the relationships and deepening the relationships. And doing it in a way that is sustainable for the business. 

As independent, outside directors who are responsible to the shareholders to represent them, and they can be assured that the right things are being done. I have found that this Board works extremely well with the management team, while holding them accountable to the parameters that need to be met for good corporate stewardship. 

I spent my corporate career running a very complex global defense company. And that experience helped me appreciate both the difficulties and the opportunities that come with the multitude of lines of businesses, each with their own little twist and turn, but how together, they create a powerful corporation. 

Lionel L. Nowell III

Lead Independent Director, Bank of America

Former Senior VP and Treasurer, PepsiCo, Inc.

Responsible Growth to me means that we’re conducting business in a way that positively impacts the communities where Bank of America operates. But at the same time allows us to service our customers and our clients in a way that’s sustainable, but also in a way that allows our employees, our shareholders, and quite frankly all our stakeholders that we have to benefit and—and really be proud of the company that they’re associated with. 

The Board’s role, I mean, it’s corporate governance. I mean, that’s paramount to having a good company. Our Board is comprised of a vast array of diversity. Not just in terms of ethnic, but also in terms of thought. And I think our customers and consumers expect that. 

Having been at PepsiCo, which is a, like Bank of America, is a global organization, brought a lot of those learnings and how you interact with consumers and how you do things the right way to Bank of America. And I think it’s been mutually beneficial.  I always tell people, “Man, you know, with Bank of America, you sure feel like you can live the American dream and we can be a part of that.”

Maria Zuber 

Vice President for Research and Professor of Geophysics, MIT

Responsible Growth means to me that if we do the right thing for our customers, the bank does well, the customers do well, the shareholders do well. 

I hope that we’re able to grow the value of the bank. I hope there are people who are able to afford to buy houses and that are able to lead successful lives because they’ve been associated with the bank. This is really my hope and dream. That this can be done in a sustainable and a responsible manner in a way that’s good for society. 

Bank of America is a big bank and if you’re doing well for the clients, you’re doing well for an awful lot of people and you’re doing well for the entire country. It’s all about how can you accomplish the most good. 

Michael D. White 

Former Chairman, President & CEO, DIRECTV

Lead Director, Kimberly-Clark Corporation

Bank of America is driving for Responsible Growth. We know we have to grow and growth is vitally important for any investor. What the shareholders should know is that we as a Board are very actively engaged in overseeing management to make sure that we have a passion to grow, but at the same time to do it the right way.  

The board of directors is the eyes, ears, and voice of the individual shareholder, looking out for their best interest over the long term. And ensuring that the company is building for the long term. 

In a world that’s changing so fast, values are fundamental to culture. Brian goes out of his way to spend time talking about values. It’s all about ensuring that we’re running the bank holistically for the shareholders for the long haul. That you’re building talent and capability. That you’re being a good corporate citizen in the community. And that we’re incredibly customer-focused. That’s what will make that growth sustainable. 

Monica C. Lozano

Chair, Compensation and Human Capital Committee

CEO, College Futures Foundation

Former Chair, US Hispanic Media Inc.

We understand that we need to grow, but we need to do it in a way that’s consistent with the needs of our customers, with our employees, and the communities that we serve.  Bank of America has really led the way in establishing this as a model for driving growth. We have that unique ability to touch the lives of so many millions of people, not just in the U.S., but worldwide. We can be in the private sector and deliver against social imperatives that the entire world is dealing with. 

And what Bank of America has proven is that you can do good for society and also do good for your shareholders. And those two things coexist in a way that very few companies can deliver against. 

It’s about being the best and about doing it in a way that does demonstrate that kind of Responsible Growth that has, you know, really been the hallmark of the Brian Moynihan era at Bank of America. 

Pierre J. P. de Weck 

Former Chairman & Global Head of Private Wealth Management, Deutsche Bank

You know I’ve been in banking for thirty-six years with three institutions: Citibank, UBS, and Deutsche Bank.  And frankly, I witnessed over this long career that if you don’t follow a Responsible Growth strategy in banking, sooner or later you will put the institution at risk, put the reputation at risk.  There is no alternative than to be responsible and to have a Responsible Growth strategy.  I think the market is recognizing that and our shareholder[s] benefit from that Responsible Growth.  

We’re extremely fortunate to have, you know, a Chairman and CEO who has what I call a very strong ethical compass. The Board recognizes that, and the Board supports Brian in the strong role he plays to create sustainable growth for the corporation and shareholder value for our shareholders. 

Sharon L. Allen 

Chair, Audit Committee

Former Chair, Deloitte

If we continue to focus on our clients, our customers, and providing all of our many services and products to them in a responsible way, we will have an opportunity to develop a long term relationship that really is productive for them and for us. 

It’s important for a board to always remember that our role is oversight, assuring that we are fulfilling our responsibilities to our shareholders and our other constituents. 

A lead independent director can assure that we are always independent in the board room, that we have a place to go, if we feel it’s necessary, to really provide input to the whole of the governance process. 

Responsible Growth is good commitment and a good strategy in good times and bad. I think it’ll carry us through those ups and downs coming through in the years ahead. 

Thomas D. Woods 

Former Vice Chairman & Senior Executive VP, Canadian Imperial Bank of Commerce (CIBC)

Responsible Growth is the foundation of our strategy. Stakeholders today are increasingly focused on companies’ values, and our employees, teammates, customers, the broader community, they expect us to interact with them responsibly and that has an effect on our brand. So, from a number of perspectives, it’s absolutely fundamental to our corporate strategy. 

The Board, as a representative of the shareholders, considers the performance of the company in the context of the strategic plan that management advances. The breadth of experience that the Board has, does bring a helpful perspective. And at times management considers that and changes course. We have a tremendous brand. Brian is a very hard-working, transparent, knowledgeable individual, and you can just see that emanate right through the whole organization.