According to BlackRock's April 2011 annual report to
stockholders, the board of directors consists of eighteen members. The board is
classified into three equal groups--Class I, Class II, and Class III--with terms
of office of the members of one class expiring each year in rotation. Members
of one class are generally elected at each annual meeting and serve for full
three-year terms, or until successors are elected and qualified. Each class
consists of approximately one-third of the total number of directors
constituting the entire board of directors.
BlackRock has stockholder agreements with Merrill
Lynch & Co., Inc., a wholly owned subsidiary of Bank of America
Corporation; and Barclays Bank PLC and its subsidiaries. Two to four members of
the board are from BlackRock management; one director is designated by Merrill
Lynch; two directors, each in a different class, are designated by PNC Bank;
two directors, each in a different class, are designated by Barclays; and the
remaining directors are independent.
BlackRock's
Board of Directors
Class I
Directors (terms expire in 2012):
William S. Demchak--Corporate affiliations: senior vice chairman of PNC (assets: $271 billion); J. P.
Morgan Chase & Co. (2011 assets: $2.2 trillion).
Kenneth B. Dunn, PhD--Corporate and institutional affiliations: professor of financial economics at the David A.
Tepper School of Business at Carnegie Mellon University; former managing
director of Morgan Stanley Investment (assets: $807 billion).
Laurence D. Fink--Corporate and institutional affiliations: chairman/CEO of BlackRock; trustee of New York
University; trustee of Boys Club of NY.
Robert S. Kapito--Corporate and institutional affiliations: president of BlackRock; trustee of Wharton School
University of Pennsylvania.
Thomas H. O'Brien--Corporate affiliations: former CEO of PNC; Verizon Communications, Inc. (2011
revenue: $110 billion).
Ivan G. Seidenberg-- Corporate and policy affiliations : board chairman of Verizon
Communications; former CEO of Bell Atlantic; Honeywell International Inc. (2010
revenue: $33.3 billion); Pfizer Inc. (2011 revenue: $64 billion); chairman of
the Business Roundtable; N ational Security
Telecommunications Advisory Committee; President's Council of the New York Academy
of Sciences. [xxv]
Class II
Directors (terms expire in 2013):
Abdlatif Yousef Al-Hamad--Corporate and institutional
affiliations: board chairman of Arab Fund for Economic and Social Development (assets:
$2.7 trillion); former Minister of Finance and Minister of Planning of Kuwait,
Kuwait Investment Authority. Multilateral Development Banks, International
Advisory Boards of Morgan Stanley, Marsh & McLennan Companies, Inc.,
American International Group, Inc. and the National Bank of Kuwait.
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