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September 25, 2014
John F. W. Rogers,
Secretary to the Board of Directors
The Goldman Sachs Group, Inc.
200 West Street,New York
NY 10282
Re: Shareholder Proposal on Independent
Chairman
Dear Secretary to the Board of Directors:
Enclosed
please find my shareholder proposal for inclusion in our proxy materials for
the 2015 annual meeting of shareholders and Scottrade letter of my shares
ownership. I will continuously hold
these shares until the 2015 annual meeting of shareholders.
Should you have any questions, please contact me at 1-925-643-xxxx or zhao.cpri@gmail.com.
Yours
truly,
Jing
Zhao
Enclosure: Shareholder proposal
Scottrade letter of Jing Zhao’s shares ownership
Shareholder Proposal on Independent
Chairman
Resolved: shareholders
recommend that The Goldman Sachs Group,
Inc. (the firm) adopt a policy that the Chairman of our board
of directors shall be an independent director. For the purpose of this proposal, an independent
director is defined as at page 23 of the firm’s Proxy Statement for the 2014
Annual Meeting of Shareholders.
Supporting Statement
“[O]ur Governance Committee determined that continuing to combine
the roles of Chairman and CEO is the most effective leadership structure”, but
the reason that “[a] combined Chairman-CEO structure provides our firm with a
single leader” (ibid. p. 17) is meaningless. There is no reason that an
independent Chairman cannot “[demonstrate] clear accountability to our
shareholders, clients and other stakeholders” (ibid. p. 17). The firm has a Lead Director, but if the role
of Lead Director is truly so important (as listed at ibid. p. 18), why not just
name it Chairman? A Chairman has more
agenda-setting power than a lead director. An independent Chairman can change
the dynamic in the board room. Separating the jobs of Chairman and CEO can add
a layer of robust oversight and accountability of management, and provide
effective deliberation of corporate strategy. The position of a lead director
is inadequate to these tasks because competing or conflicting responsibilities
for board leadership remain with the Chairman-CEO.
This proposal should
also be evaluated in the context of our company’s overall unethical corporate
governance, especially in regard to our firm’s highly risky and complicated
international business. For example, both
our CEO and Lead Director listed their positions at Tsinghua University School
of Economics and Management Advisory Board as a qualification for re-election. From
the fact that Chinese President Xi Jinping met the Advisory Board’s foreign
members to disclose his policy change before the Chinese Communist Party
Eighteenth Congress in 2012, it is clear that the Advisory Board is a political
tool to transferChinafrom state socialism to state capitalism. In the case of the largest IPO on September
19, 2014, our firm played the core function to facilitate the corrupted conglomerate
Alibaba to the U.S. market using the highly controversial and risky “variable
interest entity” structure (for example, its board members include former Hong
Kong Administrative Head and current Vice Chairman of Chinese People's
Political Consultative Conference; its main inside investors include former
Chinese President Jiang Zemin’s grandson who also worked in our firm before
setting up his own private equity firm; Alibaba’s boss openly praised Deng
Xiaoping for his role in the 1989 Tiananmen massacre). At least, our firm needs
an independent Chairman without such political nepotism which gravely undermines
our firm’s legitimacy doing business in China. |