Inside the Stagecoach
August 15, 2017

Wells Fargo announces changes to board of directors and other actions

The company has taken new actions to strengthen oversight and rebuild trust, including electing a new chair and a new director.

Editor’s note: CEO Tim Sloan shared perspective on the board of director’s Aug. 15 announcement in the following companywide message.

As a member of the board of directors of Wells Fargo & Company, I want to let you know about several important actions the board announced today to strengthen oversight and rebuild the trust of shareholders, customers, and other stakeholders — including you, our team members.

You can read all of the details in the news release linked below, but I’d like to recap the highlights and give you a bit of my perspective:

  • Betsy Duke, currently board vice chair, will serve as our new independent board chair effective Jan. 1, 2018. Betsy, who has served as our vice chair since October 2016, is a former member of the board of governors of the Federal Reserve System and a former banker, including for a time with Wachovia. We are fortunate to have someone of her caliber and experience to assume this role at this time of transition, and I am delighted that Betsy becomes the first female chair of a major U.S. banking institution!
  • Steve Sanger, our current board chair, is staying on the board through the end of the year to assist with the transition before he retires. I am grateful to have worked with Steve over the past year of challenges, and I appreciate his resilience, wisdom, and resolve.
  • In addition to Steve, two other long-serving directors — Cynthia Milligan and Susan Swenson — will retire at year-end. When they began their tenures on the board, female directors in corporate America, or in banking for that matter, were far less common. Cynthia, a former state banking regulator, led the board’s Credit Committee, and Sue brought critical technology expertise as our company navigated the trends that are transforming banking.
  • We also are welcoming a new independent director. Juan Pujadas, a retired principal at PricewaterhouseCoopers, is joining the board effective Sept. 1. Juan’s experiences throughout a long, successful career at PricewaterhouseCoopers and the Santander Group make him a very strong addition to our board thanks to his expertise in risk management, finance, technology, and international matters. Juan will be our third new board member since February 2017.
  • Other changes taking effect Sept. 1 involve board committees. These include the naming of Karen Peetz as chair of the Risk Committee and Donald James as chair of the Governance and Nominating Committee.
  • The board also expects to elect up to three additional independent directors before the 2018 annual meeting while maintaining an appropriate balance of experience and perspectives on the board.

Taken together, these actions reflect the fruits of a thoughtful and deliberate process our board conducted this year — including a self-evaluation facilitated by a third party and the collection of feedback from numerous shareholders and other stakeholders. They build on previous actions designed to strengthen overall governance, such as separating the roles of board chair and CEO, amending the company’s bylaws to require that the chair be an independent director, and updating board committee charters to enhance oversight of conduct risk.

As the board previously announced, Wells Fargo is forming a stakeholder advisory council — which will include a diverse mix of the company’s stakeholders — to help the board and company obtain important feedback. The council’s role is to provide insight from a stakeholder perspective on current and emerging risks that could have an impact on Wells Fargo.

The news from the board today is one more step in our journey to restore trust and build a better company. Thank you, as always, for your commitment to Wells Fargo, our customers, and our thousands of communities.