An advisory firm on Thursday backed seven out of eight shareholder proposals up for a vote at Bank of America Corp.'s annual meeting next month, including one that would require a review of mortgage operations.
ISS Proxy Advisory Services also recommended shareholders vote against director Charles Rossotti, deeming him a non-independent member of the audit committee because the bank does business with a law firm where an immediate family member is a partner.
The recommendation against Rossotti, a former IRS commissioner, spurred the bank to issue a securities filing Thursday supporting the director and reiterating that he meets New York Stock Exchange and other independence standards.
Institutional investors such as pension funds use proxy advisory firms for voting guidance at annual shareholder meetings. Bank of America holds its meeting May 11 in Charlotte.
In a report late Thursday, another advisory firm, Glass Lewis & Co., urged investors to vote against Rossotti and director Virgis Colbert, citing their past service on the Merrill Lynch & Co. board. Glass Lewis backed five of the eight proposals, including the mortgage review.
The firm also opposed the ratification of PricewaterhouseCoopers as the bank's auditor, saying it was time for a change after federal regulators found deficiencies in the bank's handling of foreclosures. The bank paid the firm $123 million in fees in 2010, including $11.6 million for work related to compliance matters and risk and control reviews.
In the proxy filing sent to shareholders, the bank recommends a vote against all eight of the proposals, which were submitted by pension funds, labor unions and other shareholders. Bank of America spokesman Scott Silvestri said the bank's board provides a detailed rationale for its recommendations in the proxy.
In the filing Thursday about Rossotti, the bank said the amount paid to the law firm was "substantially less than 1percent" of the company's overall spending on legal fees and that these fees were not considered material under independence rules.
The bank has disclosed the family member's position at the law firm in the past two proxies. ISS supported Rossotti at last year's annual meeting. Glass Lewis opposed Rossotti and Colbert last year.
The mortgage proposal stems from the controversy that began last fall over "robo-signing" in which bank workers rapidly processed foreclosure paperwork without properly reviewing underlying documents. Federal regulators have reached agreements requiring banks to improve their processes, and state attorneys general continue to investigate the problem.
The proposal submitted by the New York City comptroller, on behalf of the city's employee pension system, calls on the board's audit committee to conduct an independent review of the company's internal controls related to loan modifications, foreclosures and securitizations and issue a report to shareholders by Sept. 30.
"With the company's mortgage-related practices under intensive legal and regulatory scrutiny, we believe the audit committee should act proactively and independently to reassure shareholders that the company's compliance controls are robust," ISS said.
ISS is backing a similar proposal before Wells Fargo & Co. shareholders next week.
In the proxy, Bank of America's board said the company has already taken steps that address the concerns raised in the proposal.
Of the eight proposals before the bank, the only one ISS opposed was one submitted by frequent Bank of America annual meeting attendee Evelyn Y. Davis. The corporate activist submitted a nonbinding proposal asking the company to provide shareholders a list of top executives who served in governmental positions in the previous five years.
The bank said the proposal is unnecessary because of laws and regulations regarding the conduct of former government officials. ISS noted the bank could benefit from employing former government officials.












