LIU: BANKS TO EXPAND CLAWBACKS TO COVER ‘COSTLY MISCONDUCT’

(The following is a reformatted version of a press release
issued by New York City Comptroller John C. Liu and received via
e-mail. The release was confirmed by the sender.) 
March 14, 2013 
LIU: BANKS AGREE TO EXPAND CLAWBACKS TO COVER COSTLY MISCONDUCT 
Capital One, Wells Fargo, and Citi Also Break New Ground on
Disclosure 
NEW YORK, N.Y. -  City Comptroller John C. Liu today announced
that the NYC Pension Funds have reached agreements with Capital
One Financial Corp. (NYSE: COF), Citigroup (NYSE: C), and Wells
Fargo & Co. (NYSE: WFC) to expand their policies on clawbacks to
cover misconduct that causes financial or reputational harm.
The agreements are in line with a new best practice established
last year by three major banks and further raise the bar on
accountability by strengthening companies’ disclosure of actual
clawbacks above and beyond what may be legally required. 
“Executives need to be held financially accountable for
misconduct that harms the company, and that includes improper
behavior and reckless risk-taking by those they manage,”
Comptroller Liu said.  “This is a vital step toward reining in
out-of-control executive pay based on short-term gains.  We
commend these banks for strengthening the link between
compensation and business integrity, which is central to
creating long-term value, and for setting new standards of
disclosure.” 
All three banks adopted new policies empowering their respective
boards of directors to recover, or “claw back,” incentive pay
from executives who are responsible for misconduct that causes
serious financial or reputational harm to their company, either
through their actions or through a failure to supervise others.
Previously, the boards could generally only claw back pay from
executives who committed intentional or gross misconduct, a
higher threshold that generally also results in termination, or
in the event of a financial restatement. 
The companies are also believed to be the first to adopt
policies regarding disclosure of clawback actions taken, with
the strongest commitment coming from Capital One.  In the event
of a clawback, Capital One will disclose the total amount clawed
back in connection with any event, so long as the underlying
event has already been publicly disclosed to investors. 
In a positive step forward, Wells Fargo and Citigroup have
committed to consider disclosure of their clawbacks on a case by
case basis.  Wells Fargo’s board “will determine whether and to
what extent public disclosure of information regarding such
clawback or recoupment, including the amount of compensation and
the executive(s) impacted, is appropriate.”  Similarly,
Citigroup will consider making public disclosures whenever a
decision has been made to cancel deferred compensation payable
to a senior executive responsible for costly misconduct. 
The NYC Pension Funds and Comptroller Liu had filed shareowner
proposals at the three banks, but withdrew them after the banks’
adopted significant changes to their current clawback policies.
The banks have each paid hefty fines in recent years to settle
allegations of deceptive or improper business practices. The new
policies are intended to serve as deterrent to future violations
company policy or law. 
Background 
In 2012, Comptroller Liu and the NYC Pension Funds reached
agreements with Goldman Sachs, JPMorgan Chase, and Morgan
Stanley regarding their clawbacks.   The banks clarified that
their clawback policies cover not just employees who engaged in
reckless risk-taking or misconduct but also their supervisors. 
New York City Comptroller John C. Liu serves as the investment
advisor to, custodian, and trustee of the New York City Pension
Funds. The New York City Pension Funds are composed of the New
York City Employees’ Retirement System, Teachers’ Retirement
System, New York City Police Pension Fund, New York City Fire
Department Pension Fund, and the Board of Education Retirement
System. The New York City Pension Funds held a combined
20,795,019 shares of Capital One, Citigroup, and Wells Fargo
valued at $867,595,449.42 as of 3/12/2013. 
In addition to Comptroller Liu, the New York City Pension Funds’
trustees are: 
New York City Employees’ Retirement System: Janice Emery,
Mayor’s Representative (Chair); New York City Public Advocate
Bill de Blasio; Borough Presidents: Scott Stringer (Manhattan),
Helen Marshall (Queens), Marty Markowitz (Brooklyn), James
Molinaro (Staten Island), and Ruben Diaz, Jr. (Bronx); Lillian
Roberts, Executive Director, District Council 37, AFSCME; John
Samuelsen, President Transport Workers Union Local 100; Gregory
Floyd, President, International Brotherhood of Teamsters, Local
237. 
Teachers’ Retirement System: Janice Emery, Mayor’s
Representative; Deputy Chancellor Kathleen Grimm, New York City
Department of Education; and Sandra March, Melvyn Aaronson
(Chair) and Mona Romain, all of the United Federation of
Teachers. 
New York City Police Pension Fund: Janice Emery, Mayor’s
Representative; New York City Finance Commissioner David
Frankel; New York City Police Commissioner Raymond Kelly
(Chair); Patrick Lynch, Patrolmen’s Benevolent Association;
Michael Palladino, Detectives Endowment Association; Edward D.
Mullins, Sergeants Benevolent Association; Louis Turco,
Lieutenants Benevolent Association; and, Roy T. Richter,
Captains Endowment Association. 
New York City Fire Department Pension Fund: Janice Emery,
Mayor’s Representative; New York City Fire Commissioner
Salvatore Cassano (Chair); New York City Finance Commissioner
David Frankel; Stephen Cassidy, President, James Slevin, Vice
President, Robert Straub, Treasurer, and John Kelly, Brooklyn
Representative and Chair, Uniformed Firefighters Association of
Greater New York; John Dunne, Captains’ Rep.; James Lemonda,
Chiefs’ Rep., and James J. McGowan, Lieutenants’ Rep., Uniformed
Fire Officers Association; and, Sean O’Connor, Marine Engineers
Association. 
Board of Education Retirement System:  Schools Chancellor Dennis
Walcott; Mayoral: Joseph Lewis, Jeanette Moy, Ian Shapiro, Tino
Hernandez, Judy Bergtraum, Allison Rogovin, and Milton Williams;
Patrick Sullivan (Manhattan BP), Kelvin Diamond (Brooklyn BP),
Dmytro Fedkowskyj (Queens BP), Robert Powell (Bronx BP) and
Diane Peruggia (Staten Island BP); and employee members Joseph
D’Amico of the IUOE Local 891 and Milagros Rodriguez of District
Council 37, Local 372. 
Contact: Matthew Sweeney, (212) 669-3747 
(sgp) NY 
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