【英语财经】美活动人士力推银行高管奖金追回制度 Banks urged to beef up bonus clawbacks

Wall Street executives are facing further scrutiny of their pay deals as governance crusaders push to beef up bonus “clawback” regimes.

Campaigning shareholders want JPMorgan Chase, Bank of America and Citigroup to toughen schemes that put senior bankers on the hook for future losses.

Details of clawback arrangements vary by bank, but at present bonuses can typically only be recouped if executives have acted fraudulently or are guilty of wilful misconduct.

The banks say they already have robust clawback schemes in place. BofA and Citi said the mooted overhaul would hurt their ability to attract and retain talent.

But critics complain the existing policies are ineffective and fail to do enough to curb excessive risk taking.

“Things have not got much better since 2008 and we could run into another 2008 again,” said John Chevedden, a private investor who put forward the proposal at Citigroup. “This is a way to send a strong message that banks have to act responsibly.”

He is working with fellow campaigner Kenneth Steiner. They are among the most prolific of the governance advocates who bring hundreds of proposals for debate at US shareholder meetings each year.

While they typically own only a very small stake, they have on occasion found support from larger investors, particularly on issues that improve boardroom accountability to shareholders.

Motions dictating pay policies have had limited success in the past, although a resolution demanding JPMorgan provide more details on when it claws back bonuses from executives attracted 44 per cent support last year.

JPMorgan subsequently set out an enhanced disclosure policy.

The chief executives of JPMorgan, Bank of America and Citigroup — Jamie Dimon, Brian Moynihan and Michael Corbat — received a combined pay package of almost $60m this year.

Under the activists’ plans, executives would effectively need to set aside a “substantial portion” of their overall remuneration for a decade.

Their pay could then be docked if it subsequently emerged that the bank broke the law and suffered a “monetary penalty” — “regardless of any determined responsibility by any individual officer”.

The banks fought unsuccessfully to persuade regulators that the motions should be left off the ballots. Their lawyers argued variously that the campaigners’ resolutions were unclear, inconsistent or failed to meet required standards.

But the Securities and Exchange Commission disagreed — paving the way for shareholder votes.

Robert Jackson, executive pay and corporate governance expert at Columbia Law School, said: “Despite the financial crisis there are still many financial institutions that do not have in place effective policies to claw back pay from bankers who’ve engaged in excessive risk taking or misconduct.”

However, David Larcker, professor at Stanford Graduate School of Business, said the proposals “seem way too general”.

“The problem is if you expand the scope of the clawback it’s going to make these executives really risk averse. And I don’t think that’s what shareholders are interested in.”

Bank of America and Citigroup confirmed in documents filed this week that their shareholders will be able to vote on the plans at meetings next month. JPMorgan has yet to file its proxy statement.

Citigroup said its “current clawback provisions and accompanying policies serve the same objectives as the proposal, cover a broader range of potential employee misbehaviour than those included in the proposal, and are better tailored to current regulatory and market conditions than the changes requested”.

Bank of America said: “We have already implemented comprehensive policies and programs to encourage long-term, sustainable performance and appropriate conduct consistent with the highest standards of risk management and legal compliance.”

JPMorgan said: “We maintain clawback/recoupment provisions on both cash incentives and equity awards, which enable us to reduce or cancel unvested awards and recover previously paid compensation in certain situations.

“Incentive awards are intended and expected to vest according to their terms, but strong recovery provisions permit recovery of incentive compensation awards in appropriate circumstances.”

华尔街高管的工资单正面临更进一步的审查，原因是银行治理的改革者们大力推动提高奖金“追回”制度的执行力度。

股东活动人士希望摩根大通(JPMorgan Chase)、美国银行(Bank of America)和花旗集团(Citigroup)严格实施将高级银行家与未来亏损挂钩的制度。

不同银行的奖金追回安排细节各有不同。不过，目前通常只有在高管曾存在欺诈行为或故意违法行为的情况下，奖金才会被追回。

各银行表示，他们已经设定了严格的追回制度。美银和花旗表示，人们所提及的全面整改可能会损害银行吸引和留住人才的能力。

不过，批评者则抱怨现有政策毫无效果，不足以约束过度冒险行为。

在花旗集团提出相应提案的私人投资者约翰?舍韦登(John Chevedden)表示：“情况自2008年以来并未改善多少，我们可能会遭遇另一个2008。采取这种方式是为了传递一个强烈信号，银行必须以负责任的方式行动。”

目前，他正在与著名活动人士肯尼思?斯坦纳(Kenneth Steiner)合作。他们属于银行治理倡导者中最多产的人士，每年会在美国各股东大会上提出数以百计的方案以供辩论。

这些活动人士虽然通常只持有比例极低的股份，但偶尔也会得到来自较大投资者的支持，尤其是在让董事会对股东更负责任的问题上。

过去，规范薪酬政策的运动取得的成果极为有限。不过，去年一份要求摩根大通就何时从高管处追回奖金提供更多细节的决议，曾获得44%的支持。

摩根大通随后制定了更强有力的披露政策。

按照这些活动人士提出的计划，“相当大比例”的银行高管的总酬金实质上应先暂时保留十年。

这样的话，如果后来发现该行违反了法律并遭遇了“罚款”，他们的薪酬就可以被扣除——“不论是任何高管个人的任何确定责任”。

各银行曾竭力劝说监管机构，不要把这类运动的提案列在表决范围内，却未能成功。它们的律师提出了各种理由，称这些活动人士的方案不够明确、自相矛盾或不符合必要的标准。

不过，美国证券交易委员会(Securities and Exchange Commission)并不赞同这些理由，从而为股东就这些决议投票铺平了道路。

美银和花旗集团在本周提交的文件中确认，它们的股东将可以在下个月的股东大会上就这些计划投票。摩根大通则尚未提交其委托书。

译者/简易