Shareholder Bill of Rights in the Works, Union Says

By Staff Report

Apr. 17, 2008

The subprime lending crisis was caused in part by the executive compensation structures at banks, according to AFL-CIO officials, who say additional legislation in the fall may propose new strictures on executive pay.

In remarks to reporters, Richard Trumka, the union’s secretary-treasurer, said performance measures at financial services firms such as Washington Mutual and Citigroup did not penalize top executives for the risk they took and excluded metrics such as loan-loss reserves and expenses related to the foreclosure of real estate assets.

“When the house of cards fell, they didn’t pay for it,” Trumka said. “We did.”

The AFL-CIO said that compensation structures should not just include return on equity and revenue growth as the main units of measure. The repeal of the Glass-Steagall Act—which removed decades-old barriers to commercial and investment banking—coupled with lax board oversight of executive compensation, led to a “financial meltdown” in the markets, Trumka said.

Dan Pedrotty, director of the AFL-CIO’s office of investment, noted that the union has been in discussions with several lawmakers over an expansive shareholder bill of rights.

Although it’s hard to figure exactly what such a document would entail, it’s likely to include provisions on executive pay.

Union leaders would like a plank requiring all publicly traded companies to reveal how salaries for their top executives are set. They also want to see a rule forcing businesses to disclose the role of compensation consultants in the setting of executive pay levels.

The legislation could be unveiled in the fall, Pedrotty said.

The idea of a shareholder bill of rights is not new. In the wake of the Enron, WorldCom and Tyco scandals in 2002, Sen. Carl Levin, D-Michigan, introduced similar legislation. While the bill failed to become law, several of Levin’s ideas made it into the Sarbanes-Oxley Act.

But recently, unions have become increasingly vocal in calling for restrictions on executive pay. In some cases, they have backed legislative efforts to allow shareholders to make advisory votes on compensation structures. One so-called “say on pay” initiative, proposed by House Financial Services Committee Chairman Barney Frank, D-Massachusetts, passed the House overwhelmingly last year but has yet to be debated in the Senate.

Other lawmakers have targeted Wall Street compensation in the wake of the subprime crisis. Rep. Henry Waxman, D-California, held hearings earlier this year on the golden parachutes given to CEOs at Countrywide, Merrill Lynch and Citigroup, during which he slammed the firms’ executives for losing touch with the interests of shareholders.

Executive pay has also become a talking point on the presidential campaign trail. All three candidates have cited high compensation at the failed Bear Stearns and Countrywide as unfair, given the current pain among homeowners who suffered partly because of the firms’ lending practices.

Democratic presidential candidates Barack Obama and Hillary Rodham Clinton support say-on-pay legislation, and Obama last year introduced a bill similar to Frank’s legislation. His staffers have said say on pay would be a priority in an Obama administration. John McCain has slammed excessive CEO pay, but cautioned against government intervention in private-sector compensation.

Business groups and several Republican lawmakers have come out against say-on-pay initiatives. They argue that shareholder involvement in the compensation process would drive up costs and slow down companies.

Filed by Nicholas Rummell of Financial Week, a sister publication of Workforce Management. To comment, e-mail

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