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Investors Want Lasting Changes in Executive Compensation Policies, Not Window Dressing Says CFA Institute Centre for Financial Market Integrity
New York, March 13, 2008
− In the wake of Congressional hearings on executive compensation
and the continued distress of the global investment markets, the CFA
Institute Centre for Financial Market Integrity today restated its call
on behalf of investors worldwide for improved disclosure, transparency,
and shareowner influence on executive pay practices.
“The attention of the public, regulators, and Congress may have had a
positive effect in limiting some of the more egregious pay packages, but
there is more work to be done,” said Kurt Schacht, CFA, managing
director of the CFA Institute Centre. “Considering the extent and
apparent misunderstanding of subprime exposures, it is curious to see
CEOs depart with compensation arrangements that tended to preserve, and
in some cases, accelerated unvested benefits. Granted, companies now seem
sensitive to the disconnect between pay and performance and the use of
excessive employment agreements. However, given the magnitude and
severity of the subprime impacts, one would expect those in charge to
have likewise suffered some personal financial loss.”
“Unfortunately a board can change even the most thoughtfully
designed compensation arrangements mid-stream, to the detriment of
investors,” added James Allen, CFA, senior policy director for the CFA
Institute Centre’s capital markets policy group. He cited the decisions
to allow the Merrill Lynch and Citigroup CEOs to retire rather than be
terminated. “Investors are looking for lasting changes and not just
window dressing to placate the subprime moment. The recent announcement
by Washington Mutual to exclude mortgage loan loss provisioning from the
underlying calculations of incentive compensation does not bode well for
strengthening compensation accountability,” said Allen.
Allen noted that “shareowners, management, and directors alike should
enjoy the rewards of a successful enterprise. Vigilance is important
to ensuring that incentives are properly calibrated and aligned.
Companies need to go further than managing the public relations
challenges of executive compensation. Success in managing corporate
risks must rank alongside corporate returns in determining
rewards.”
Schacht added that corporate reaction to the SEC’s recent efforts to
improve pay disclosures have fallen short, resulting in another exercise
in corporate boilerplate. “We endorse the SEC’s call for increased
substance in executive compensation disclosures, including information
about the metrics used in determining incentives,” said Schacht.
In December 2007 the CFA Institute Centre asked the SEC for improvements
to its executive compensation and related-party disclosure rules. In its
letter, the CFA Institute Centre recommended 10 changes to existing SEC
rules, such as limiting companies' ability to use "competitive
considerations" as a reason to avoid disclosure of compensation
strategy and disclosing the role a company's CEO played in determining
his/her own compensation (see letter).
The CFA Institute Centre is the arm of CFA Institute dedicated to
promoting fair and open markets on behalf of its more than 94,000 members
and investment professionals who practice in 135 countries. It acts as an
advocate for investor protection and high professional
standards. (View the CFA
Institute Centre’s official position briefing book.)
CFA
Institute Centre for Financial Market Integrity
The CFA Institute Centre develops timely, practical solutions to
global capital market issues. Established in 2004, the CFA Institute
Centre builds upon the CFA Institute mission to lead the investment
profession globally by setting the highest standards of ethics, education
and professional excellence. It carries forward the organization’s
60-year history of standards and advocacy work, especially its Code of
Ethics and Standards of Professional Conduct for the investment
profession. More information may be found at www.cfainstitute.org/centre.
CFA
Institute
CFA Institute is the global membership association that
administers the Chartered Financial Analyst (CFA) and Certificate in
Investment Performance Measurement (CIPM) curriculum and exam programs
worldwide; publishes research; conducts professional development
programs; and sets voluntary, ethics-based professional and
performance-reporting standards for the investment industry. CFA
Institute has more than 94,000 members, who include the world’s 81,000
CFA charterholders, in 131 countries and territories, as well as 135
affiliated professional societies in 56 countries and territories. More
information may be found at www.cfainstitute.org. (Bloomberg users can find CFA
Institute at 497458Z).




