When Strong Leadership Becomes Organisational Dependency

JPMorgan Chase is facing renewed pressure from proxy advisers ISS and Glass Lewis to separate the roles of chair and chief executive, both currently held by Jamie Dimon. The bank is resisting the proposal and argues that its current governance model, supported by a Lead Independent Director, has served shareholders well. The annual meeting is scheduled for 19 May 2026. (The Guardian)

What’s Happening

ISS and Glass Lewis are recommending that shareholders support an independent chair at JPMorgan. Their concern is that combining the chair and CEO roles can weaken board oversight, particularly in a large and complex institution. JPMorgan’s response is that there is no clear evidence that separating the roles produces better performance, and that its Lead Independent Director provides meaningful independent oversight. (The Guardian)

JPMorgan has also said its board expects to separate the chair and CEO roles at the next CEO transition, while retaining flexibility to decide the right structure at that point. That makes the issue less about a simple governance rule and more about timing, judgement and institutional dependency. (JPMorgan Chase)

What’s Being Said

The proxy advisers are focusing on accountability, independence and the risk of concentrated authority. JPMorgan is focusing on performance, continuity and the strength of its existing independent oversight arrangements. Jamie Dimon has also said he expects to remain CEO for a few more years, with the possibility of another role after that. (The Guardian)

That is why this is more than a debate about one board structure. It is a live example of a much wider boardroom question: when a leader has delivered exceptional results, does the board become more confident in the system or more dependent on the individual?

What I’ve Noticed

The risk in combining chair and chief executive roles is not simply excessive power. It is biased judgement.

The chief executive is responsible for performance, strategy and execution. The chair is responsible for the board’s rhythm, challenge and oversight. When one person holds both roles, the board has to work harder to prove that scrutiny is real, not just procedurally present.

This is where self-review bias, performance bias, status quo bias and authority bias can quietly gather. Strong results make the existing structure look right. A respected leader makes challenge feel less urgent. A long period of success can make change feel riskier than dependence.

The independent NED role matters precisely here. Independence is not only about having no conflict on paper. It is about judgement, capacity, attention and the willingness to test the organisation while the current model still appears to be working.

Pressure Test:

Ask the board to identify which decisions, relationships and judgement calls would become weaker if the chief executive stepped away tomorrow. If the answers cluster around one person, the board is not looking at succession risk. It is looking at dependency risk.