The Board previously acted to elect an independent Chairman to lead the Board and we believe formalizing this structure is the right decision at this time for the Company and its investors, customers, and team members. Efforts to restore the trust of our customers and team members are well underway and will continue until we have fully addressed the issues surrounding retail banking sales practices. While the investigation of these practices and related matters by the independent directors continues in earnest, we believe this action will enhance the Board’s independence and its oversight of the Company’s management, and we appreciate the feedback that we received from our investors on this matter.
Tag Archives | Wells Fargo
The Culture Impact: Values, Attitudes & Strategic Directions
Culture impact in corporate governance got a big boost with NACD Blue Ribbon Commission report Culture as a Corporate Asset. A brave panel tackled the topic, The Culture Impact: Values, Attitudes & Strategic Directions, at the Corporate Directors Forums I attended in San Diego. Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct quotes below. These are my notes on The Culture Impact. As such, they include my opinions as well observations made by speakers, panelists and others in attendance at the Forum. This is certainly not a transcript. However, I hope even those who attended the Forum will find the post useful, especially my attempt to provide additional context through links and commentary.
To learn more about the 13th annual Directors Forum: Directors, Management & Shareholders in Dialogue conference, click on the following: @corpdirforum on Twitter, tweets from
#CorpDirForum2018 that often link to other posts, #corpgov #boards website, and Linkedin.
The Culture Impact: Panelists
- Moderator: Michael Berthelot, Director, Fresh Del Monte Produce Company, CEO, Cito Capital Corp; and Managing Principal, Corporate Governance Advisors, Inc.
- Stephen L. Brown, Senior Advisor, KPMG Board Leadership Center
- Joann Lublin, Pulitzer-Prize Winning Journalist & Management News Editor, The Wall Street Journal; Author, Earning It
- Bryan Cornwall, Founder & Principal, Cornwall Bioengineering & Communications
- Hanna Grene, Policy Director, Center for Sustainable Energy
The Culture Impact: My Notes
Paper forthcoming on Wells Fargo and Uber by Hanna Grene and Bryan Cornwall to be published on Equilar website. I will be waiting with anticipation. How would we react? What tools do we have available? It seems to me, the problems were an open “secret,” not unlike Harvey Weinstein. The basics of the Wells Fargo scandal were reported in the LA Times in 2013. Los Angeles sued in 2015. The Board didn’t issue their own internal study until April 2017. Too little, too late with Federal Reserve placing the first firmwide limit on a bank as Chair Janet Yellen stepped down. Wells Fargo announced concurrently that it would replace 4 board members, three by April. Wells Fargo will be included in case studies on culture impact for years to come.
Similarly, Uber’s “hard charging” workplace environment was hardly a secret and had adverse corporate culture. Culture was key. Uber was (is?) aggressive and overbearing. Whereas founder Travis Kalanick’s motto might have been something like, “get it done,” the new CEO Dara Khosrowshahi has adopted ‘We do the right thing. Period.’ Media impact was huge reason for change. We see the influence of media, especially social media, even more after the latest mass shooting. (Mass shootings have made gun stocks toxic assets on Wall Street)
The Culture Impact: Public Opinion Sidebar
Renee Aggarwal, Isil Erel and Laura T. Starks, Influence of Public Opinion on Investor Voting and Proxy Advisors (August 6, 2014, Georgetown McDonough School of Business Research Paper No. 2447012; available at SSRN) found that investors have been “voting less with the recommendations of management or proxy advisors.” In contrast,
public opinion on corporate governance issues, as reflected in media coverage and surveys, is strongly associated with investor voting, particularly mutual fund voting. In addition, even proxy advisor’s recommendations are associated with public opinion… media coverage captures the attention of proxy advisors, institutional investors and individual investors, and is thus reflected in recommendations and votes.
The researchers looked at each proxy proposal for each firm in the Russell 3000 Index for the period January 2004 through November 2010. They looked not only at voting records and ISS recommendations but also media coverage of executive compensation, as well as Gallup surveys of public opinion.
A few highlights from their research are as follows:
- Mean support for shareholder proposals increased from 23.6% in 2004 to 31.8% in 2010, after peaking at 37% in 2009.
- Institutions voted with management on shareholder proposals 74% of the time in 2004 but only 54% of the time by 2010.
- Investor agreement with ISS advice went from 78.4% in 2004 to 57.5% in 2010.
- In 2004, 60% of investors followed ISS opposition to proposals but only 20% did so by 2010.
- The proportion of shareholder proposals opposed by ISS declined from 156.4% in 2010 to 30.5% by 2010.
- Support for shareholder proposals increases by 3.15%-2.69% if there is a one standard deviation increase in media coverage.
Our results suggest that public opinion, as measure through either Gallop Poll survey or media coverage at the aggregate and firm level, influences shareholder voting. The implications of these results are that financial intermediaries, such as mutual funds, pay attention to the shareholders’ preferences regarding corporate governance. These results hold even after controlling for the recommendations of the proxy advisor.
The Culture Impact: Back to Conference Notes
Executives sometimes make it known they did not want negative feedback. How do directors make changes before a negative story appears on the upper fold of a major newspaper?
If you are a high performer, culture impact may be nonexistent for a while; you can do anything you want. But the buck stops at the board, not the CEO. The board needs to be willing to second guess. The board needs to wonder about what you do not know. The board should insure it has independent sources of information. Some argue they have their own independent staff. Activists often do, and they often turn out to be good board members in part because of those additional resources. Every board member should have a responsibility to visit branches, have many experiences as a customer or user. Uber board members seem to have been blind-sided with rapid growth. They waited to long to go after the CEO. Mandatory unconscious bias training might have helped.
The NACD Blue Ribbon report has many tools. Regulatory or the courts; markets or self-reflection. Unfortunately, too often boards seem to be wearing blinders. We are unlikely to see regulatory reform on culture impact. Pressure seems more likely from major shareholders like BlackRock’ announcement to gunmakers. Shareholders have the ability to push back. They have the right to vote boards off the island. Larry Fink’s letter this year said companies must have “a sense of purpose.” Companies have culture impact.
Furthermore, the board is essential to helping a company articulate and pursue its purpose, as well as respond to the questions that are increasingly important to its investors, its consumers, and the communities in which it operates. In the current environment, these stakeholders are demanding that companies exercise leadership on a broader range of issues. And they are right to: a company’s ability to manage environmental, social, and governance matters demonstrates the leadership and good governance that is so essential to sustainable growth, which is why we are increasingly integrating these issues into our investment process.
Your vote is really important. At Wells Fargo and Uber we saw a failures of courage. Uber had frat boy culture. Culture, character and courage… that is what it takes. Wells Fargo seems to have had a culture of, ‘cheat and you can stay; don’t cheat and you are fired.’ Boards need to be more transparent around reports and actions taken, not just to reduce potential liabilities but also to help your company live up to its purpose.
Investigations must be reported up. HR should number and track complaints so they do not get lost. Boards should get routine reports to assess culture impact — to see trends and outliers. Boards should seek the right answers. Non-financial measures should be to be tied to compensation. In an M&A, which culture will prevail? Which culture to keep.
The role of HR. Is it to protect the company or to protect and develop employees? Heads of HR should address boards more frequently. Directors have to spot the data anomalies. Culture is important and is part of their fiduciary duty.
The Culture Impact: Recent Related Posts
- Culture as a Corporate Asset
- General Counsel: Corporate Culture Influencer
- Director Liability: Boards are on the hot seat over data breaches, illegal sales practices and more
Shareholder Hot Topics: Introductory Notes
Most of the Corporate Directors Forums I have attended in San Diego start with “Shareholder Hot Topics.” There is widespread interest in the subject from directors, management, shareholders, consultants and academics. This year the Forum had an overall theme, “How Culture Impacts the Boardroom and Beyond.” Corporate culture is the hot topic, especially after the NACD Blue Ribbon Commission Report on Culture as a Corporate Asset. See also Earning It: Lublin @ Corporate Directors Forum.
Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct quotes below. These are my notes on Shareholder Hot Topics. As such, they include my opinions as well observations made by speakers panelists and others in attendance at the Forum. This is certainly not a transcript. However, I hope even those who attended the Forum will find the post useful, especially my attempt to provide additional context through links and commentary.
To learn more about the Corporate Directors Forum, click on the following: @corpdirforum on Twitter, tweets from
#CorpDirForum2018 that often link to other posts, website, and Linkedin. Continue Reading →
Citi reached an historic agreement to disclose wage data and adjust employee salaries in a company-wide effort to achieve gender pay equity. Arjuna Capital agreed to withdraw its gender pay shareholder resolution after the agreement.
Citigroup (Citi) and Arjuna Capital disclosed that Citi is taking steps to provide gender and ethnicity wage data and commit to closing the gap, making it the first U.S. bank to respond to shareholder concerns. In response to Citi’s steps, Arjuna Capital withdrew its gender pay shareholder proposal on Monday, January 15, 2018. Continue Reading →
Tone at the Bottom: Governance Lessons from Wells Fargo
That was the advertised title for the program co-sponsored by the Rock Center for Corporate Governance and the Silicon Valley Directors Exchange. (Sign up to be on the SVDX mailing list.) After the program, I am still not convinced the real governance lesson from Wells Fargo (ticker: WFC) is not more about lack of oversight from the top, rather than the tone at the bottom.
It was another great panel of corporate governance, legal, and public relations experts for the deep dive into what went wrong. As usual, it was Chatham House Rule, so I’m mostly providing a little more background and some commentary on the presentations. I am sure others drew different conclusions than I did. The panel focused on issues ranging from public disclosure requirements, whistleblower policies and mechanics, compensation policies (including the board’s use of claw-back provisions), company policies regulating employee conduct, and the negative publicity suffered by the bank. Here were some of the advertised questions:
What happens when you have a well-meaning and talented board and a CEO who was regarded within the industry as one of the best managers with a stellar reputation? Was it inevitable that the CEO would be forced to step down by an outraged Congress and populist sentiment? What governance lessons from Wells Fargo are applicable to the non-banking industry, with special attention to Silicon Valley-based tech companies?
Update: Wells Fargo & Company (NYSE: WFC) today announced that its Board of Directors has amended the Company’s By-Laws to require the separation of the Chairman and CEO roles and for the Chairman and Vice Chairman of the Board to be independent directors. The Board approved the By-Law amendments, which are effective immediately, on November 29, 2016. According to Stephen Sanger, Chairman of the Board,
Shareholders of Wells Fargo $WFC and members of the Interfaith Center on Corporate Responsibility today announced that they have filed multiple resolutions as a result of fraudulent activities uncovered by the Consumer Financial Protection Bureau (CFPB).
Wells Fargo recently reported a $185 million settlement with the CFPB due to widespread and systemic illegal acts of consumer fraud, including setting up two million deposit and credit card accounts for customers without their permission. Continue Reading →
As Joann Lublin reported in the WSJ, Nabors Owners Back Proxy Access Resolution. Shareowners finally won a proxy access proposal! As far as I’m concerned, the proposal is weak (3% stake held for 3 years) but it is a win none-the-less. Continue Reading →
The following is a guest post from “The Wall Street Psychologist” and co-founder of TheShareholderActivist.comTM, Christopher Bayer, Ph.D.
Revolution/Evolution is an Historically Valid and Natural Psycho-biological Reaction to Perceived Oppression and Inequity
Last week I was invited to appear on the Fox Business News show “After the Bell” hosted by Liz Claman and David Asman. Right out of the gate, Ms. Claman proclaimed that I had declared that a “Shareholder Revolution” was coming! Shareholders were taking it to the streets. Continue Reading →
Of the 16 proxy access proposals filed by proponents in 2012 and listed on the ISS Checklist, eight are being challenged at the SEC. Ferro, Hewlett-Packard, Nabors Industries, CME Group, Pioneer Natural Resources, Staples and Charles Schwab have not sought no-action relief from proposals at the commission, according to data from ISS. Conversely, Bank of America, Chiquita Brands International, MEMC Electronic Materials, Sprint Nextel, Textron, Goldman Sachs, Western Union and Wells Fargo have asked the SEC for permission to omit the proposals. Continue Reading →