Federal Regulators’ Spotlight Focuses
On Financial Institution Pay Practices
By Barbara-Ann Gustaferro and David B. Miller
As researchers, policy analysts and members ofthe banking industry continue to debate the actual extent to which bank compensation practices led to the financial crisis, federal banking regulator shave moved forward with efforts to require banking organizations to reconsider and, in many cases, revise their incentive compensation pay design and practices.
The push by the Fed and its counterpart financial regulators to address bank pay comes as little surprise.In early 2009, media reports of large bonuses being paid to bankers whose employers had received bailout funds under the Troubled Assets Relief Program (TARP) ignited a public furor over executive compensation at financial institutions. The Federal Reserve and its counterpart financial regulatory agencies came under a firestorm of criticism for having allowed runaway bonus structures in the financial industry to fuel heedless risk taking which ultimately resulted in the economic meltdown
Even if bank pay is found not to have played a significant role in the economic crisis,the Fed appears determined to avoid being accused of inaction on this subject.It is supported in its efforts by some financial economists who see increased government oversight of financial institution compensation as essential, pointing to certain factors that make banks particularly susceptible to imprudent risk taking
Because banks make money by having their deposits flow to those in need of capital—and by the same token, don’t make money if they don’t—they tend
to take on a higher proportion of debt relative to their equity. Although it is normally the case that shareholders will enjoy the upside of risk taking while debtholders will bear most of the downside, in the case of financial institutions, debtholders will be disproportionately vulnerable relative to shareholders
. Government-provided deposit insurance makes banks’ creditors less likely to demand that banks hold as much capital as they would absent such insurance.
The moral hazard of “too big to fail”: Large or sophisticated financial institutions may be particularly willing to take on dangerous levels of risk, in the hopes of bigger payoffs, because they believe that, in the worst-case scenario, the government will have no choice but to save the bank from collapse in order to avoid the greater consequential harm to the economy at large. Bankers and their shareholders stand to reap the upside of risk taking, with the downside being borne by taxpayers. This creates the peculiar incentive for financial institutions deliberately to make themselves large and complex in order to assure themselves of this safety net.
Well before the adoption of the Dodd-Frank Act 2 in July 2010, the Fed had already launched its own initiative to require financial institutions to reexamine, and where appropriate, revise their compensation practices with regard to risk and risk taking. In October 2009, the Fed issued Proposed Guidance 3 on this subject, followed in June 2010 by Final Guidance 4 , the stated purpose of which is “to help ensure that incentive compensation arrangements of banking organizations do not encourage imprudent risk taking and are consistent with the safety and soundness of those organizations.”
Final Guidance Affects Full of Banking Organizations
In contrast to the Proposed Guidance, which was issued by the Fed alone and dealt solely with compensation paid by institutions under its supervision, the Final Guidance, which was issued jointly by the Fed, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision (collectively, the “Agencies”), applies to the wide range of banking organizations collectively supervised by those agencies, including US bank holding companies, national banks, state member and nonmember banks, savings associations, savings and loan holding companies, and the US operations of foreign banks.
In contrast to the Proposed Guidance, which was issued by the Fed alone and dealt solely with compensation paid by institutions under its supervision, the Final
Guidance, which was issued jointly by the Fed, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision (collectively, the “Agencies”), applies to the wide range of banking organizations collectively supervised by those agencies, including US bank holding companies, national banks, state member and nonmember banks, savings associations, savings and loan holding companies, and the US operations of foreign banks.
Although the Final Guidance affects a far greater number of institutions than the Proposed Guidance, many of those institutions—smaller community banks and thrifts—will escape the burdens placed on large banking organizations (LBOs), from whom much more will be expected in terms of systematic, formalized policies, procedures and systems designed to identify and avoid imprudent risk taking in incentive compensation practices
Final Guidance Retains “Principles-Based” to Financial Institution Incentive Pay
The Proposed Guidance had been organized around several core principles which were intended to assure a balance of risk and financial results, and support from corporate governance and other structures to help maintain that balance. At that time the Fed expressly did not attempt to proscribe or endorse specific incentive compensation programs or strategies or impose specific paycaps or other restrictions. In opting for a principles-based, rather than categorical, approach, the Fed nonetheless invited public comment as to whether a more formulaic approach to incentive compensation design might be appropriate—for instance, mandatory deferrals of a certain percentage of pay, or a requirement
that a certain percentage of pay be in the form of equity awards
Having received those comments, the Agencies have retained the same principles-based approach for addressing risk-management in incentive compensation design and administration in the Final Guidance. The Agencies expressly declined invitations from certain commenters, or to follow the approach taken under TARP, to impose dollar limitations or to ban outright certain compensation practices, including even those, such as golden handshakes and golden parachutes, popularly targeted as abusive or excessive. In doing so, the Agencies expressed concern that a “one size fits all” solution that failed to account for differences in business activities, risks and employees groups across an organization, could lead to the imprudent risk taking the guidance was meant to discourage. At the same time, the Final Guidance requires a banking organization that believes it needs any of these practices for recruitment or retention to consider their potential for excessive risk taking.
Likewise, whether due to the Agencies’ excessive caution, fear that any exception would be exploited or other reason, the Agencies refused the request of certain commenters to treat some employee groups—for instance, tellers, administrative assistants, employees who process but do not originate transactions—as exempt by definition from the universe of employees considered to be subject to the guidance. The Final Guidance applies to “covered employees,” which include any employee, senior executive or otherwise, who individually or as part of a group, has the ability to expose the banking organization to material amounts of risk. An employee (or group of employees) will be deemed to have that ability if the employee’s (or group’s) activities either are material to the organization, or are material to a business line or operating unit that is itself material to the organization. The unwillingness of federal financial regulators to exempt from possible scrutiny incentive compensation paid to any employee group, regardless of its size or type of role in the organization, has been vexing to many banks, which remain skeptical that the level of risk posed by those pay arrangements justifies the intrusion and compliance burdens to which they are being subjected. 5
Although the Agencies have retained the flexible principles-based approach of the Proposed Guidance in the Final Guidance, the guidance also makes plain that such flexibility does not extend to any deviation from those principles. Banking organizations have been and remain concerned that compliance with the guidance will place them at a competitive disadvantage relative to other entities in the financial services industry, domestically and internationally, that are not subject to the same restrictions. But the Agencies firmly rejected the request made by certain commenters that banking organizations be permitted to adopt compensation arrangements that may be inconsistent with safety and soundness where such arrangement is, in the banking organization’s judgment, necessary to recruit or retain executive talent. Instead, the Agencies say that they intend to continue working with their domestic and international counterparts for sound incentive compensation practices across the financial services industry, and further note that the Final Guidance is consistent with Principles for Sound Compensation Practices 6 and the related Implementation Standards 7 published by the Financial Stability Board in 2009.
The Proposed Guidance had enunciated three principles aimed at curbing excessive risk taking in incentive compensation by making risk and risk outcomes a central focus of incentive compensation design and administration:
• Incentive pay should appropriately balance risk and reward,
• Effective controls and risk management should support and reinforce balanced incentive compensation programs, and
• Strong corporate governance should bolster incentive compensation.
These same three principles have been retained in the Final Guidance, with certain modifications intended to place greater emphasis on certain concepts or to clarify the expectations of the Agencies in how the guidance will be applied, particularly by large banking organizations (LBOs) versus smaller community-based organizations.
Incentive Pay Should Appropriately Balance Risk and Reward
The first principle enunciated in the Final Guidance is that incentive compensation appropriately balance risk and financial results in a manner that does not encourage its employees to expose their organizations to imprudent risk. The Final Guidance attempts to stress that, although the Proposed Guidance could
be interpreted to suggest otherwise, an institution’s risk-management procedures and risk controls, which should serve as limits on risk taking, do not obviate its duty to ensure that its incentive pay arrangements are themselves appropriately balanced as far as risk taking is concerned. Incentive compensation arrangements that reward profits but lack adjustments for the risks being taken, for example, can cause imprudent risk taking, as can arrangements that reward short-term risk taking but that are not counterbalanced by features measuring and rewarding longer-term performance. Accordingly, the Agencies declined in the Final Guidance to adopt commenters’ suggestions that strong controls, by functioning as an effective risk-management tool, could mitigate a lack of balance in compensation programs. The Agencies seemed concerned that such a concession would blunt their point that imbalanced programs can themselves be a source of risk.
The Final Guidance flags certain incentive pay design features as having greater potential for incenting excessive risk taking—for example, incentives that fully pay out in the short term, or golden parachutes or accelerated vesting features, which tend to insulate the employee from poor risk outcomes. Conversely, longer performance periods, multi-year performance measures, required deferrals of incentive pay, and arrangements that reduce the rate at which awards increase with the achievement of performance levels are all cited as possible means for increasing the sensitivity of compensation to risk.
The Final Guidance also urges banks to avoid a “one size fits all” approach in constructing incentive compensation programs. Institutions are encouraged to consider the range of risks to which the institution is exposed; to determine which incentives are most likely to be effective in restraining risk for particular employees or groups of employees; and to tailor their programs accordingly. The Final Guidance specifically encourages LBOs, before implementing an incentive compensation arrangement, to conduct a “simulation analysis” of that arrangement—one in which forward-looking projections based on various performance outcomes, levels of risk and risk outcomes are performed—to assess whether the arrangement provides appropriate risk balance.
Effective Controls and Risk Management Should Support and Reinforce Balanced
Incentive Compensation Programs
The second principle underscores the need for incentive pay programs to be supported by strong internal controls and risk-management processes. One notion here is that the most diligent efforts to design an appropriate incentive pay program will be for naught if lax controls allow a rogue trader to bring down the entire institution. In addition, an employee’s attempts to influence or somehow weaken the risk measures or other information or judgments that are used to make the employee’s pay sensitive to risk going unchecked may be doubly damaging. Not only, if successful, do they throw off the effect of risk the institution’s programs may be trying to balance, but these same risk measures, information or judgments, now weakened, will be less effective for the other purposes they serve, such as other risk management, internal control or financial purposes.
To keep employees from evading or undermining processes designed to keep risk in check, the Final Guidance suggests that institutions must have strong controls and actively monitor incentive compensation programs. In the case of LBOs, this will require the maintenance of policies and procedures that attempt to do several things: identify which individual employees, business units, etc., are involved in incentive compensation arrangement design, implementation and monitoring; identify the inputs that have the potential to compromise the integrity of these processes and implement controls; and identify individuals or control units without whose approval the program cannot be established. Regular internal reviews should be conducted to ensure these procedures are followed.
As part of this same principle, banking organizations need qualified personnel competent to assess risk and design incentive compensation programs that are effective in managing risk. The guidance notes that institutions will have to devise compensation programs that pay sufficiently well to attract such personnel and are structured to avoid conflicts of interest.
Strong Corporate Governance Should Bolster Incentive Compensation
The third principle calls for strong corporate governance in designing and monitoring incentive compensation. In the wake of the stunning collapse of once-vibrant financial institutions, bank boards of directors and their compensation committees have taken some heat for failing to evaluate—or even inquire into—the risks to the institution created by incentive pay structures.
In addressing this issue, the Final Guidance states plainly that boards of directors should directly approve incentive compensation arrangements for senior executives. The Final Guidance emphasizes that boards of directors have ultimate responsibility to ensure balance in the incentive compensation arrangements for all covered employees, and urges boards to be active in their oversight of incentive compensation arrangements. To be effective in this role, boards may need to rethink their structures and must have resources at their disposal in the form of counsel, consultants and other advisers. In addition, if a large bank makes significant use of incentive compensation but does not have a separate compensation committee of the board of directors composed entirely of non-employee directors in place, it should strongly consider establishing one, which committee will then interact with the audit committee or other risk committee as appropriate to address compensation risk issues.
The Final Guidance urges that banks make information about their incentive compensation arrangements for employees (including lower-level employees) and
related risk-management available to shareholders to enable them to serve as effective “watchdogs” against imprudent risks in those arrangements.
For LBOs, the Final Guidance emphasizes the need for a systematic approach to incentive compensation and risk management, consisting of formal risk assessments; identification of employees whose incentive pay may affect the risk to which the institution is exposed; plan design tailored to the specific employee group and structured to manage risk; monitoring processes; and employee communication.
Guidance Calls for “Prompt Action”
The Final Guidance concludes by calling upon banking organizations to take “prompt action” to address deficiencies in their incentive compensation or risk-management practices, as Agencies will be “actively monitoring” banking organizations’ efforts in this area Although most institutions can be expected to make at least a good-faith attempt at complying with the Final Guidance, the Agencies have at their disposal a range of informal and formal sanctions for bringing reluctant institutions into line, including cease-and-desist actions, civil money penalties, the imposition of higher capital requirements on the organization where the regulator deems incentive compensation arrangements encourage excessive risk, and, in certain cases, the ability to bring an action against certain employees or directors affiliated with the institution.
First “Horizontal Review” of Incentive Compensation Programs Completed
Although the full impact of the Final Guidance would not be known for some time, the Fed has already taken steps to review incentive compensation programs for deficiencies. In the announcement of the adoption of the Final Guidance, the Fed indicated it had completed the first round of an in-depth analysis of incentive compensation practices at large, complex banking organizations, which was part of the Fed’s formal “horizontal review” of incentive compensation practices announced in the Proposed Guidance. The purpose of this initiative, the Fed stated, to be carried out by a multidisciplinary group of staff consisting of economic, legal, financial and accounting experts, was to enhance the Fed’s understanding of current practices and proposed changes to those practices, assess the strength of current controls, inform itself as to current corporate governance, and identify emerging practices.
Observing that banking organizations had already made changes to their incentive compensation policies but that “more work clearly needs to be done,” the Federal Reserve indicated that it had delivered assessments to participating firms that included analysis of current compensation practices and identified areas requiring “prompt attention.” Those firms are now required to submit plans to the Fed outlining steps and timelines for addressing outstanding issues.
According to the announcement of the adoption of the Final Guidance, the Agencies would next be conducting additional cross-firm, horizontal reviews of incentive compensation practices at large, complex banking organizations for employees in certain business lines, such as mortgage originators. For smaller firms, the Agencies would be working to incorporate oversight of incentive compensation arrangements into the regular examination process, taking into account their size, complexity, and other characteristics.
Looking Forward
The Final Guidance will hardly be the last word from the Agencies with regard to financial institution incentive compensation. In addition to a variety of compensation and corporate governance provisions that apply across the board to publicly held companies, including publicly held financial institutions, the Dodd-Frank Act specifically requires the Agencies, along with the Securities and Exchange Commission, the Federal Housing Finance Agency and the National Credit Union Administration Board, jointly to issue regulation or guidelines regarding incentive compensation arrangements at “covered financial institutions” having assets of $1 billion or more. “Covered financial institution” includes depository institutions, broker-dealers, credit unions, investment advisors, the Federal National Mortgage Association (FNMA, or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (FHLMC, or “Freddie Mac”), and other institutions as determined by regulation. As provided in Section 956 of the Dodd-Frank Act, the regulations or guidelines must prohibit incentive pay arrangements the regulators determine to encourage inappropriate risk or that could lead to material financial loss, and must require disclosure of incentive-based compensation arrangements to allow regulators to determine whether they create inappropriate risk by providing excess compensation and benefits, or possibly leading to “material financial loss” to that institution.
Section 956 requires that the standards take into consideration the compensation standards under section 39(c) the Federal Deposit Insurance Act 8 for insured depository institutions, which prohibits compensation practices inconsistent with safety and soundness. The new standards must be issued by April 2011.
Although just what those standards will look like is anyone’s guess, particularly given the involvement of the SEC in issuing those standards. It will be particularly interesting to see whether the federal regulators decide to ban outright one or more pay practices popularly thought to be unsound, despite the Agencies’ expressed reluctance to do so in the Final Guidance. The National
Credit Union Administration, for instance, has already proposed to prohibit certain golden parachute payments to directors, officers and other persons. 9
What is more certain, however, is that bank pay will continue to be the subject of considerable public and private attention. For as long as the media are convinced of the public appetite for tales of bankers receiving multimillion dollar payouts—which is likely to be the case for as long as the economic recession persists—financial institution compensation practices will make headlines, and clamors for reform will continue. Unfortunately for financial institutions, who will continue to worry about their ability to compete for talent in the face of potential limitations on how much and what kinds of pay they can offer, and for whom the burdens of compliance and disclosure with increased regulation will not be inconsiderable, governmental oversight of pay will be around for a long time to come.
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联邦监管机构，重点聚焦金融机构薪酬制度
作为研究人员，政策分析家和成员国税发银行业继续辩论赔偿导致银行金融危机的缘由，联邦银行监管机构经过长时间考虑，针对银行机构提出修改的激励赔偿薪酬设计与实践。
美联储推动金融监管机构来解决银行支付。2009年初，被支付给银行根据收到的问题资产救助资金雇主救助计划（TARP）点燃巨额奖金公开媒体报道对在金融机构的狂热行政赔偿。美国联邦储备委员会不顾风险对金融监管机构的批评奖金燃料结构风暴以至于金融业失控的，最终导致经济危机。
即使银行缴纳被发现不起重要作用，美联储似乎决心避免经济危机，一些金融经济学家指出政府采取的金融制度补偿中的某些因素，使银行更加冒险。
因为银行通过他们存款的流动资金赚钱，他们往往承担的债务相对于其资产比例较高。在金融机构的情况下，股东会享有的风险上升，而债权人采取将承担大部分的缺点，债权人将极易相对股。
政府提供的存款保险，使银行的债权人不太可能要求银行持有的资本，因为他们没有这样的保险.
风险太大导致失败：大型或复杂的金融机构可能会特别愿意承担风险的水平源自较大收益，因为他们认为，在最坏的情况下，政府会没有选择，只能挽救崩的经济溃银行为了避免越大的伤害。银行家和股东的立场与收获的缺点是由纳税人承担的风险承担上涨。这产生了对金融机构的特殊奖励故意使自己庞大而复杂，以确保本身的安全。
早在2010年7月通过本多德，弗兰克法案二，美联储已经推出了自己的倡议，要求金融机构重新审查，并在适当时修改关于风险和承担风险的补偿的做法。2009年10月,美联储发布新指南3讨论这个问题,2010年6月遵循由终端指导4人,宣称目的为“,以帮助符合安全、准确的那些组织确保奖金，安排银行组织不鼓励轻率的承担风险。
一系列影响银行组织的指导
与此相对照的建议指导，这是美联储单独处理的，在赔偿机构监督下，美联储发出最后的指导，美国货币，联邦存款主计长办公室联合机构支付赔偿只保险公司和储蓄监督办公室（统称“机构“），适用于集体的那些机构，包括美国银行控股公司，国家银行，国家的成员和非成员银行，储蓄协会，储蓄银行组织的广泛监督控股公司和贷款，外国银行的美国业务.
最后，与根据与此相反的建议指导，美联储单独处理，由监督机构支付赔偿，以美联储共同发出的办公室的审计货币,联邦存款保险公司和办公室节俭的监督(统称“机构”),适用于广泛的银行机构的集体监督机构,包括美国银行控股企业,国家银行、国家成员和非成员银行,储蓄协会、储蓄和信贷控股公司,美国业务的外国银行。
虽然最终影响数量更大的金融机构,许多模较小的社区银行和储蓄机构逃避重担，从他大银行上更会在系统上, 激励补偿措施正式政策、程序和系统设计鉴别避免轻率的冒险。
末制导保留“国内金融机构奖金”
建议指引已围绕几个核心，其目的是保证的风险和财务结果的平衡，并从公司治理和其他结构的支持，帮助维持这一平衡的原则。当时，美联储明确表示并没有试图取缔或认可的具体激励补偿方案或战略，或对特定paycaps或其他限制。在一个以原则为基础，而不是绝对的，方法选择，美联储仍然邀请公众意见是否更公式化的方法来激励报酬设计可能是适当的，例如，一个强制性的延期支付一定比例，或要求来在支付一定比例的股权奖励形式
收到这些意见，主管机关保留了解决的末制导风险管理的激励性薪酬的设计和管理相同的原则为基础的方法。这些机构明确拒绝来自某些批评家邀请，或按照在问题资产救助计划所采取的做法，实行限制或禁止美元买断一定的补偿的做法，甚至包括那些诸如金色握手和金色降落伞，俗称滥用或过度针对性。这样做，主管机关表示担心“一刀切”的解决方案，没有考虑到商业活动，风险和整个组织的员工群体的差异，可能导致轻率冒险的指导是为了劝阻。在同一时间，末制导需要一个银行机构，如认为它需要招聘或保留这些做法有任何过度的风险考虑到他们的潜力
同样，无论是由于各机构的过分谨慎，担心会被利用的任何异常或其他原因，某些机构拒绝提意见要求把一些职工群体，例如，出纳，行政助理，雇员的过程，但谁不来自交易作为定义豁免的人认为是受辅导雇员宇宙。最后的指引适用于“保障的雇员，”其中包括任何雇员，高级行政人员或其他方式，谁单独或作为一个集团的一部分，有能力，揭露银行机构的风险材料金额。员工（或雇员集团）将被视为有这种能力，如果员工的（或组）的活动，要么是物质的组织，或者是材料业务线或经营单位，是材料本身的组织。联邦金融监管机构可能不愿意审议豁免缴付任何员工激励群体，其规模和组织中的角色类型无论赔偿，已令人头痛的许多银行，它们仍持怀疑态度，风险水平的薪酬构成安排证明入侵和遵守他们的负担正重。
虽然各机构保留在末制导的灵活原则为基础的指导方针建议，也使得普通的指导，这种灵活性并不适用于这些原则的任何偏离。银行机构已经并将继续关注与指导，遵守将在竞争中处于劣势的地方他们相对于其他实体的金融服务行业，在国内和国际上未受到同样的限制。但坚决拒绝该机构的银行机构获准通过补偿安排，可能与安全和稳健不一致的地方这样的安排是，在银行机构的裁决，需要管理人才招聘或留住某些评论者提出的要求。相反，机构说，他们打算继续他们的国内和国际同行健全激励工作在整个金融服务行业补偿做法，并进一步指出末制导与声音是一致的薪酬制度及相关实施6标准的7项原则由金融稳定委员会2009年出版。
拟议的指导意见阐述，以遏制过度的风险，通过采取激励决策风险补偿和风险补偿的激励成果的设计和管理中心，旨在重点三个原则：
•奖励工资应适当地平衡风险和回报，
•有效的控制和风险管理应支持和加强平衡的激励补偿计划
•强大的公司治理应该加强激励补偿。这些相同的三原则已经保留在末制导，具有一定的修改旨在把某些概念上更加强调或澄清如何将应用的指导大型银行机构（杠杆收购）与小社会，特别是对机构的期望为基础的组织。
薪酬激励应适当地平衡风险和回报
第一的原则，在末制导阐明的是，激励补偿适当平衡风险和方式，不鼓励员工公开其风险的金融机构不审慎的结果。虽然可以，该末制导试图强调拟议指导。
被解释为并非如此，一个机构的风险管理和风险控制程序，将其作为对承担风险的限制，不排除其职责，以确保其薪酬激励自己适当的平衡安排，尽量冒险而言。奖励补偿安排，奖励的利润，但缺乏对风险所采取的调整，例如，可能会导致不谨慎的冒险性，因为可以安排，奖励短期冒险但并非通过测量和奖励长期平衡的性能特点。因此，该机构拒绝在最后指导通过提意见的建议，强大的控制，作为一种有效的风险管理工具的功能，可以减轻赔偿方案的缺乏平衡。这些机构似乎很关心这样的优惠将他们的观点是不均衡的钝方案本身可以成为一个风险来源。
最后的薪酬激励引导标志为具有一定的incenting过度承担风险，例如，激励机制，充分支付在短期内，或归属金色降落伞或加速功能，这往往免受贫困成果的员工进行风险较大潜力的设计特点。相反，较长时期的表现，多一年的表现措施，要求延期支付的激励，和安排，减少的速度与性能奖各级实现都为提高风险敏感性的赔偿千方百计引增加。
最后的指导还敦促银行避免“一刀切”在构建激励补偿计划的做法。鼓励机构的风险范围内考虑该机构暴露;以确定哪些奖励最有可能被限制为特定的雇员或雇员团体风险的有效，并据此调整其方案。特别鼓励的末制导实施前一奖励补偿安排，这种安排进行的，其中一个“模拟分析”，即前瞻性成果的基础上各项性能预测杠杆收购，，风险和风险水平是否进行了成果，以评估是否该安排提供适当的风险平衡。
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