Chasing the Advantage

On July 21, 2026, JPMorgan Chase amended Section 2.03 of its bylaws to state that a Lead Independent Director, if the board designates one, will be appointed by the non-management directors. At first glance, that sounds like a meaningful new check on Jamie Dimon, who has served as CEO since 2005 and has held both the Chair and CEO positions since 2006. Chapter 11’s discussion of nurturing an ethical organization and designing it for independent oversight provides the right framework for evaluating the change. The real question is whether JPMorgan has strengthened the board’s ability to challenge a powerful executive or merely written down a process the board was already following. My reading leans toward the latter.

The broader governance question had already been placed before shareholders at JPMorgan’s May 2026 annual meeting. A proposal requiring an independent board chair received only 35.11% support, meaning shareholders declined the stronger structural check of separating oversight from executive leadership. The July amendment therefore lands as the more limited move that remained after the larger reform failed. Separately, the evidence surrounding the Lead Independent Director shows why the amendment did not transfer much practical authority. Independent directors re-appointed Stephen Burke to the position in March 2026, months before the by-law change. They had also selected him for the role in 2020, and JPMorgan’s Governance Principles already required the independent directors to appoint the Lead Independent Director when the Chair and CEO roles were combined. The amendment did not take appointment power away from Dimon or management because they did not formally hold that power in the first place. It moved an existing requirement from the Governance Principles into a binding by-law. The chapter’s Carlos Ghosn example shows why this still matters: when authority becomes concentrated and directors stop challenging the leader, formal independence means little. Chapter 12 also connects here because the same Dimon directing JPMorgan’s aggressive but disciplined investment in AI is the leader the governance system must remain capable of questioning.

That does not make the amendment meaningless. Moving the requirement into the by-laws makes the safeguard more visible, durable, and difficult for a future board to ignore. However, it does not immediately rebalance power between Dimon and the independent directors. The more significant safeguard is still JPMorgan’s 2022 policy stating that the Chair and CEO roles should be separated at the next leadership transition, although that transition may still be years away. My conclusion is that the July amendment strengthens JPMorgan’s governance structure around the edges, but it is not the independent oversight reform its wording may initially suggest. Chapter 11 suggests that controls work only when the people entrusted with them are willing to act. A by-law can protect the board’s authority to challenge a dominant leader, but it cannot make the board use that authority.