Before heading into a monthlong recess, the House of Representatives passed
legislation on Friday, July 31, that would give shareholders an annual,
nonbinding vote on executive compensation and allow federal regulators to curb
incentive pay.
The bill, approved largely along party lines, 237-185, is similar to a
measure that made it through the House in 2007 but was not acted upon by the
Senate before the end of the congressional term.
It’s unclear what the Senate will do this time. Observers say that it might
include a so-called say-on-pay provision in a broader financial regulation
measure later this year.
In addition to mandating the shareholder vote on compensation, the House bill
would prohibit any incentive pay structure that “encourages inappropriate risks”
that “could threaten the safety and soundness of … financial institutions or
could have serious adverse effects on economic conditions or financial
stability.”
The provision would apply to financial companies with assets of $1 billion or
more regardless of whether they have accepted federal bailout funds. Another
part of the bill would require corporate compensation committees to be composed
of independent directors.
Proponents of the bill argued that it gives shareholders an opportunity to
rein in excessive executive pay, an issue that has stoked anger among voters
following the $700 billion government rescue of failed financial institutions
last fall.
A July 30 report by New York Attorney General Andrew Cuomo
shows that the nine original recipients of bailout funds spent nearly $33
billion on bonuses in 2008.
“There is no clear rhyme or reason to the way banks compensate and reward
their employees,” the report states. “But even a cursory examination of the data
suggests that in these challenging economic times, compensation for bank
employees has become unmoored from the banks’ financial performance.”
Republicans asserted that the House bill goes too far in correcting the
problem and would usher in excessive government control of pay packages.
“It is the government that is empowered,” said Rep. Spencer Bachus, R-Alabama
and the ranking Republican on the House Financial Services Committee.
“Government bureaucrats do not know what is best for America. Are we going to
have every bonus submitted to some government agency?”
But Democrats accused Republicans of ignoring the problems caused by
excessive risk in the financial system.
Rep. Barney Frank, D-Massachusetts and chairman of the House Financial
Services Committee, said the bill would not allow the Federal Reserve, the
Securities and Exchange Commission or any other regulator to set pay. Rather, it
would allow them to ensure that risk incentives don’t undermine the markets.
“There has to be balance to the risk-taking,” Frank said. “We want an
alignment of risk. The Republican position … is to do nothing.”
A Republican alternative that would have authorized a nonbinding shareholder
vote every three years, allowed shareholders to opt out of such votes and
deleted the risk-based pay provisions was voted down, 244-179.
Having the government determine whether compensation is inappropriately risky
sets a dangerous precedent, according to Timothy Bartl, senior vice president
and general counsel of the Center on Executive Compensation.
“You have the federal government superseding the judgment of the compensation
committee,” said Bartl, whose organization is sponsored by the HR Policy
Association and has issued its own recommendations for addressing risk.
The say-on-pay provision also would be detrimental, Bartl said, because it
could create a situation where boards make pay decisions based on what package
is likely to draw the most votes.
“That may not be in the best long-term interests of the company or its
shareholders,” Bartl said. “This boils down to the question of how do you
encourage and succeed in obtaining a sound link between pay and
performance.”
—Mark Schoeff Jr.
Workforce
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