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"FORTUNE &amp;#8212; Last month, Wells Fargo celebrated its 160th\u00A0birthday. Despite its illustrious past, the company now finds itself at a crossroads. It\u2019s likely we\u2019ll see a showdown at the bank\u2019s annual meeting on April 24, and this meeting could prove to be as significant a milestone for big bank shareholder relations as the pay rebuke Citigroup suffered last week. \nWells Fargo\u00A0\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\tWFC\n\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t is the United States\u2019 largest mortgage servicer, and the ongoing foreclosure nightmare has only heightened tensions in the run up to its annual meeting. Reverend Seamus Finn, director of responsible investment at Missionary Oblates, told me he is concerned with the magnitude of foreclosure issues that remain to be solved, even after the recently announced mortgage settlement. His group has tried to use \u201Cleverage as shareholders to negotiate with people at a local level,\u201D but so far he hasn\u2019t been impressed with the \u201Cparades of new initiatives\u201D that lack \u201Cthe scale required.\u201D\nEarlier this month, the National Fair Housing Alliance filed a complaint with the federal Department of Housing and Urban Development against Wells Fargo, alleging that the bank used discriminatory practices in the handling of foreclosed properties. Wells Fargo declined to offer comment for this article.\nMORE:\u00A0How do you get into Harvard Biz School?\u00A0\nDue to an SEC rule change last year, shareholders have the ability this year to propose by-law changes that would give them \u00A0the opportunity in future years to nominate director candidates who would be included on the company\u2019s official proxy. Proxy access has been a battleground between shareholders and companies for decades, and while the SEC gave several firms including Goldman Sachs\u00A0\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\tgs\n\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t and Bank of America\u00A0\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\tbac\n\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t permission to exclude this kind of proposal in 2012 on technical grounds, Wells Fargo did not get such a waiver. \nThe Wells Fargo vote will be the first proposal on proxy access to come before shareholders this year, according to Ted Allen, governance counsel at proxy advisor Institutional Shareholder Services (ISS), and it will be worth watching how it plays out. Both ISS and Glass Lewis have recommended in favor of the shareholder proposal at Wells.\nBoth proxy advisory firms have also recommended in favor of a shareholder proposal that would require Wells Fargo to elect an independent board chair. While it is common sense that the head of the board should be independent, and different from the person hired by the board to manage the company, some large firms have not yet made the switch. The Wells Fargo board is recommending against the independent chair proposal, although CEO John Stumpf has not always held both roles. Wells Fargo faced similar proposals in 2008, 2009, 2010, and 2011.\u00A0 (News Corp\u2019s Rupert Murdoch will be facing a similar proposal from Christian Brothers Investments this year.)\nIn weighing the board\u2019s leadership structure, shareholders should consider the complexity of running a board of the size and scope of Wells Fargo\u2019s, which has 15 members and seven committees. An independent chair could help the board conduct an objective review of the board\u2019s structure and composition.\nMORE:\u00A0The terrible cost the U.S. pays for derivatives\nShareholders will also vote on executive compensation. The Wells Fargo board awarded the bank\u2019s top five executives $43.7 million in discretionary bonuses this year, so\u2013called \u201Cperformance based\u201D pay. But the definition of performance seems narrowly defined. Foreclosure issues have scorched the bank\u2019s reputation, but the justifications in the proxy for the CEO\u2019s pay don\u2019t reflect that. And Wells Fargo\u2019s now retired senior executive of home and consumer finance Mark Oman earned $16.4 million in 2011, the proxy shows.\nIn last year\u2019s proxy, the bank acknowledged the issues in Oman\u2019s unit: \u201CWFHM\u2019s successes were muted by foreclosure process disruptions and related reputational issues.\u201D This year, Oman\u2019s bonus was apparently due in part to his \u201Cefforts to assist homeowners in modifying mortgage loans and prevent foreclosures, and implementing new servicing processes to comply with new regulations and regulatory orders,\u201D according to the proxy. \u00A0But according to a 2011 American Banker/Reputation Institute survey, while Wells Fargo\u2019s reputation rose very slightly from the previous year, its reputation fell compared to its peers, with only four banks yielding lower respect from consumers in 2011.\nTo address some of the issues irking consumers, a shareholder proposal this year requests that the \u201Caudit Committee conduct an independent review of the Company\u2019s internal controls related to residential mortgage loan modifications, foreclosures and securitizations, and report to shareholders.\u201D Last year, prior to many of the recent revelations and the large settlement with regulators, Wells argued against a similar proposal (which was defeated), saying its existing review process was enough. The bank is making similar arguments again this year. Missionary Oblates\u2019 Seamus Finn supports this shareholder proposal along with a similar proposal at Bank of America.\nMORE:\u00A0Who&amp;#8217;s who in the Goldman Sachs power struggle\n\nWells Fargo\u2019s board may also face questions on the bank\u2019s tax and high interest loan practices at its upcoming annual meeting. Last week marked the beginning of a tax trial between Bank of New York \n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\tbk\n\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t and the IRS involving a controversial scheme called STARS. Wells Fargo is among a handful of banks that also participated in STARS. And Citizens for Tax Justice recently highlighted\u00A0Wells for its very large tax subsidies.\nShareholders may also raise questions over the very high interest rates the bank charges to financially strapped customers who resort to so-called payday loans, which are in the sights of state attorneys general. &amp;#8220;This product is a debt trap. That&amp;#8217;s it. It&amp;#8217;s designed for profit and we see the pain that it offers,&amp;#8221; Darryl Dahlheimer, program director at Lutheran Social Service Financial Counseling, told Minnesota Public Radio\u00A0last week. Wells Fargo\u2019s annual meeting is important to watch, no matter how the votes land or what discussions ensue: will shareholders come out swinging like they did at Citi, or simply retreat?\nEleanor Bloxham is CEO of The Value Alliance and Corporate Governance Alliance (http://thevaluealliance.com), a board advisory firm.\n&amp;#8212;&amp;#8212;-\nYou Can&amp;#8217;t Fire Everyone: Committed a work email faux pas? Or disparage your boss in an instant message&amp;#8230; to your boss? How&amp;#8217;d you recover?\u00A0Tell us about your most embarrassing digital work moments. Email us at fired@fortune.com. We&amp;#8217;ll highlight the most interesting and instructional stories."^^<http://www.w3.org/2001/XMLSchema#string>
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