UK Government To Draw Up New Rules On Bank-Pay Disclosure
LONDON -(Dow Jones)- The U.K. government Thursday committed to introduce new
laws next year forcing financial firms to disclose how many staff earn more than
GBP1 million as part of a broader effort to improve scrutiny of the way these
companies are run and avert future financial crises.
A government-sponsored report published Thursday recommended new rules be
introduced to make banks disclose how many high-earning executives fit within
prescribed salary bands so that shareholders can make informed decisions about
whether these pay packages are appropriate.
The report from David Walker, a former executive director at the Bank of
England and a senior adviser to Morgan Stanley (MS), also said the boards of
U.K. financial institutions should be overhauled so they better scrutinize the
risks their companies are running.
The report said bank boards should be required to have a "disciplined process
of challenge" of management decisions and that non-executive, or independent,
directors must dedicate more time to their roles and have adequate financial
industry experience.
"[The] proposals are the blueprint for how banks must be run in the future,"
said Alistair Darling, chancellor of the exchequer. "The Government strongly
supports his recommendations and will take steps to implement them as soon as
possible."
"One of the fundamental causes of the financial crisis was bad management of
some our major banks," Darling said. "Too many people around board tables did
not ask the right questions; some chief executives did not fully understand the
risks being taken by their traders; pay and bonuses encouraged reckless risk
taking instead of responsible behaviour."
The government said it would draw up the new regulations on pay disclosure
next year for inclusion in the Financial Services Bill that is due to be passed
before the next election, which has to be held by June 2010.
Walker's report was commissioned by the government in February and an initial
consultation paper was published in July in a bid to spur feedback from
companies. The paper was criticized in some quarters as being "underwhelming" in
its conclusions, according to the U.K. parliament's Treasury Committee, which
took evidence from third parties while assessing it.
Mervyn King, governor of the Bank of England, also revealed doubts about the
impact of changes to corporate governance when he told a U.K. parliamentary
committee before the initial paper's release that changing the role of non-
executives can only have a very limited steer on the actions of a bank.
Walker said in the report that failures in the way banks were run prior to the
financial crisis led to excessive risk-taking and contributed to the breadth and
depth of the turmoil that has lasted for more than two years. He said better
regulation will help make financial firms safer but concluded a system of best
practice is the best way to instill a behavioral change in the way banks are run
so they can attract investors, strengthen their balance sheets and continue
lending to consumers and businesses at competitive rates.
"Of course, major regulatory issues need to be addressed to assure the
soundness of the financial system but there will be significant downside if the
regulatory pendulum swings too far," he said.
Walker's report said, however, that new legislation would be needed to ensure
pay disclosure. He said companies must, from 2010, disclose the number of top
executives whose total remuneration packages come within bands of GBP1 million
to GBP2.5 million, GBP2.5 million to GBP5 million and above GBP5 million.
The report also said, through best practice guidelines, the responsibility of
board remuneration committees should be extended beyond oversight of pay for
executive board members to all senior staff who can influence the risk profile
of the company.
Walker recommended that at least half of the variable pay of highly paid staff
should be in the form of a long-term incentive scheme, half of which is deferred
for at least three years and the remainder for at least five years. Two-thirds
of those bonuses awarded in cash should also be deferred, he said.
Financial firms will need to pay close attention to the composition of their
boards in future to make sure they adequately challenge management decisions,
said Walker. He said non-executive directors need to have a new dedicated focus
on high-level risk issues.
The report said non-executive directors must commit more time to their board
roles and that several NEDs on boards of major banks should be required to spend
at least 30 to 36 days on the role. He also said a chairman's role should leave
little time for any other business activity.
Walker also said a new "stewardship code" should be created to guide the way
fund managers interact with the companies in which they own shares. This would
be overseen by the Financial Reporting Council.
The report says most of its recommendations should be included in the Combined
Code on corporate governance that is overseen by the FRC and that financial
firms would be required to comply with them or explain why they haven't.
The Financial Services Authority, which is due to produce its own proposals on
how its regulated firms should be run in the first quarter of next year, also
will consider how these recommendations could be applied to firms.
-By Adam Bradbery, Dow Jones Newswires; 44 20 7842 9305; adam.bradbery@
dowjones.com
(END) Dow Jones Newswires
11-25-091916ET
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