Whereas, the impacts of the massive financial crisis of 2008 “are likely to be felt for a generation.” The crisis was considered by many to be the result of an “erosion of standards of responsibility and ethics,” and a “systemic breakdown in accountability and ethics”.[1]  Goldman Sachs was at the heart of that crisis[2];

Highly publicized prosecutions against Goldman Sachs, alleging knowingly and recklessly lying to and defrauding investors and clients[3] have put our company front and center of ethics debates, causing credible observers to label our firm a “symbol of Wall Street hubris”[4] and a firm “certainly not to be trusted”[5];

The appearance of top executives and board members alleged to greatly, personally profit from positions involving conflicts of interest[6], and allegations of fraud and deception costing stakeholders hundreds of millions of dollars, has undermined trust and confidence of some of our most important clients[7]; and

Although our company has attempted to rehabilitate our reputation by developing new guidelines for client relationships and retraining our employees[8], deep reform requires leadership from the Board itself.


Shareholders request the board of directors conduct a policy review, at reasonable expense, evaluating opportunities for clarifying and enhancing implementation of directors’ and officers’ fiduciary, moral and legal obligations to shareholders and other stakeholders, and to report on findings, excluding proprietary or legally prejudicial information, no later than six months following the 2014 annual shareholder meeting.

Such a report may include concrete recommendations such as amending the bylaws, articles of incorporation, or committee charters to include specific language articulating or strengthening the company’s standards for directors’ and officers’ conduct and company oversight.

Supporting Statement

Fiduciary standards, codified in early law, secularized theological traditions applied to commercial pursuits and obligate directors to an ethical relationship with shareholders based upon trust and confidence.  Proponents of this resolution ask other shareholders to hold our corporate leaders accountable to the highest possible standard of conduct.

The review should at a minimum encompass the duties of:

• Loyalty, including clarifying the relationship between loyalty to the company and to society;

• Care, including clarifying any duty of directors or officers to take action when having sufficient notice of potential catastrophic impacts of corporate activities on society;

• Candor, including clarifying the extent to which directors and officers are required to provide balanced, truthful accounts of matters disclosed in communications with stockholders and other stakeholders.

The Board is encouraged to utilize independent experts on corporate governance and accountability in preparing the policy review.

[1] Financial Crisis Inquiry Commission Report (FCICR), pp xvi and xxii.

[2] See the FCICR in which Goldman Sachs is mentioned 136 times and implicated in almost every chapter.

[6] See GAO-12-18 report on conflicts of interest including Goldman Sachs board members http://www.gao.gov/assets/590/585807.pdf

[7] “Reform School for Bankers.”  The Economist, October 5, 2013.

[8] Ibid.