By Joe Rauch
ISS Proxy Advisory Services, in a research note released on Wednesday, said shareholders should vote against the re-election of Charles Rossotti to the board of the largest U.S. bank by assets.
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Institutional and individual shareholders often use the recommendations of advisory firms to help guide their voting decisions during corporate annual meetings.
ISS also recommended that shareholders vote in favor of seven of eight shareholder proposals on the proxy ballot. BofA's board opposes all of the shareholder proposals.
ISS argued that Rossotti, a senior adviser at private equity firm Carlyle Group <CYL.UL>, is not a fully independent director because an immediate family member is a partner in a law firm BofA retains for legal services.
In a securities filing on Thursday, BofA said ISS recommended that shareholders elect Rossotti at last year's annual meeting, even though his immediate family member held the same post and the relationship was disclosed in that year's proxy statement.
ISS recommended shareholders vote in favor of the 12 other directors standing for re-election.
Among the shareholder proposals, ISS said shareholders should vote to limit relocation benefits for company executives, require an audit committee review of the bank's foreclosure practices, require BofA to disclose its lobbying expenses and reveal the collateral used for derivatives trading.
The group also recommended that shareholders vote to require clawbacks of bonuses paid for prior profits that have since been restated, and vote to allow shareholders to approve measures without calling a special or annual meeting.
The lone shareholder proposal opposed by ISS would require the bank to disclose which employees previously worked in government posts.
(Reporting by Joe Rauch; editing by John Wallace)