EN Official Journal of the European Union CE 351/56

Wednesday 7 July 2010

Remuneration of directors of listed companies and remuneration policies in the financial services sector

P7_TA(2010)0265

European Parliament resolution of 7 July 2010 on remuneration of directors of listed companies and remuneration policies in the financial services sector (2010/2009(INI))

2011/C 351 E/08

The European Parliament,

having regard to the Commission Recommendation of 30 April 2009 on remuneration policies in the financial services sector (C(2009)3159),

having regard to the Commission Recommendation of 30 April 2009 complementing Recommendations 2004/913/EC and 2005/162/EC as regards the regime for the remuneration of directors of listed companies (C(2009)3177),

having regard the Commission proposal for a directive of the European Parliament and of the Council amending Directives 2006/48/EC and 2006/49/EC as regards capital requirements for the trading book and for re-securitisations, and the supervisory review of remuneration policies (COM(2009)0362),

having regard to the Financial Stability Forum's (FSB) Principles for Sound Compensation Practices of 2 April 2009 and the accompanying Implementation Standards of 25 September 2009,

having regard to the Committee of European Banking Supervisors’ (CEBS) High-level Principles for Remuneration Policies of 20 April 2009,

having regard to the CEBS report on national implementation of CEBS High-level Principles for Remuneration Policies of 11 June 2010,

having regard to the Basel Committee on Banking Supervision's Compensation Principles and Standards Assessment Methodology of January 2010,

having regard to the OECD's paper of February 2010 on Corporate governance and the financial crisis - conclusions and emerging good practices to enhance implementation of the Principles,

having regard to its resolution of 18 May 2010 on deontological questions related to companies management (1),

having regard to the Commission Green Paper of 2 June 2010 on corporate governance in financial institutions and remuneration policies (COM(2010)0284),

having regard to the Commission report of 2 June 2010 on the application by Member States of the EU of the Commission 2009/385/EC Recommendation (2009 Recommendation of directors’ remuneration) complementing Recommendations 2004/913/EC and 2005/162/EC as regards the regime for remuneration of directors of listed companies (COM(2010)0285),

having regard to the Commission report of 2 June 2010 on the application by Member States of the EU of the Commission 2009/384/EC Recommendation on remuneration policies in the financial services sector (COM(2010)0286),

having regard to Rule 48 of its Rules of Procedure,

having regard to the report of the Committee on Economic and Monetary Affairs and the opinion of the Committee on Employment and Social Affairs (A7-0208/2010),

A. whereas, in the financial sector and in some listed companies, remuneration policies for categories of staff whose professional activity has a material impact on the company’s risk profile have been such as to encourage transactions seeking short-term profits, with increasingly risky business models being developed to that end, to the detriment of workers, savers and investors, and sustainable growth in general,

B. whereas the Commission's Green Paper on corporate governance in financial institutions and remuneration policies stresses that the lack of effective control mechanisms contributed significantly to excessive risk-taking on the part of financial institutions, and that corporate governance should take account of the stability of the financial system, which depends on the actions of many players,

C. whereas inappropriate remuneration structures of some financial institutions that incentivise excessive and imprudent risk-taking played a role in the accumulation of risks that led to the current financial, economic and social crisis, and are therefore a major issue of concern for policy-makers and regulators,

D. whereas financial institutions must take into account, as part of their corporate social responsibility, the social environment in which the institution operates, as well as the interests of all of parties involved, such as its clients, shareholders and employees, in an integrated manner,

E. whereas numerous initiatives have been launched at the global, European and national levels to address the issue of problematic remuneration practices, and whereas a globally coordinated approach is essential in order not only to guarantee a level playing field, but also to ensure the global competitiveness of Europe and to promote sustainable and fair competition between market places,

F. whereas the FSB Principles for Sound Compensation Practices, which were endorsed by the G20 leaders, set out five elements for sound remuneration practices, and having regard to the importance of promoting simultaneous implementation of these principles,

G. whereas the agreed principles and measures already taken in respect of remuneration policy should be continually reviewed and, where necessary, adapted in order to create uniform conditions throughout Europe and secure the global competitiveness of the European finance industry,

H. whereas several scientific studies, as well as practical experience, have demonstrated the limited impact of non-binding recommendations on remuneration policies, which underlines the need to put in place a stronger instrument in order to ensure respect for the principles,

I. whereas the Commission report states that notwithstanding the momentum towards substantial reform in the area of remuneration policies provided by the crisis, only 16 Member States have fully or partially applied the Commission Recommendation,

General remarks

1. Welcomes the initiatives taken by the Commission and the FSB on remuneration policies in the financial sector and listed companies in general; takes the view, however, that the financial undertaking's size, and thus its activity's contribution to the systemic risk, should be taken proportionally into account when imposing additional regulation in matters of remuneration policy and capital requirements on financial institutions;

2. Notes the proposals in the report on the capital requirements directives for binding principles on remuneration policies in the financial sector;

Effective governance of compensation

3. Stresses that supervisory authorities should decide whether a financial institution or a listed company should have a remuneration committee; they should do so in a way that is appropriate to its size, internal organisation and the nature, scope and complexity of its activities; takes the view that where the supervisor has deemed it appropriate, remuneration policy should be determined by the remuneration committee, which must be independent and accountable to shareholders and supervisors, and should work closely with the firm's risk committee in the evaluation of the incentives created by the compensation system;

4. Stresses that a remuneration committee must have access to the subject matter of contracts, with contracts under the scrutiny of this committee designed in a way that makes it possible to punish acts of gross negligence by payment deductions. Gross negligence occurs when due diligence in particular is not respected, in which case the remuneration committee must ensure that the deduction is not merely symbolic in nature, but contributes substantially to paying for the damage caused. Furthermore, financial institutions should be urged to make use of a malus, i.e. a return of performance-related compensation as a result of the discovery of poor performance;

5. Believes that the chair and the voting members of the remuneration committee must be members of the management body who do not perform any executive functions in the financial institution or the listed company concerned. Takes the view that directors and board members should avoid simultaneously sitting on the boards of other companies if there is a potential for any conflict of interest occurring;

6. Is of the opinion that, where appropriate, shareholders should be given the opportunity to contribute towards the determination of sustainable remuneration policies, and could for this purpose be given the opportunity to express their views on remuneration policies by means of a non-binding vote on the remuneration report at the company’s general meeting;

7. Stresses that non-executive board members’ compensation should only consist in fixed pay and should not include performance- or share-based pay;

8. Underlines that members engaged in risk control should be independent from the business units they control, have appropriate authority and be compensated independently of the performance of these business units;

Effective alignment of compensation with prudent risk-taking

9. Underlines that remuneration should be adjusted for all types of risks, symmetrical with risk outcomes, and sensitive to the time horizon of current and potential risks that have an impact on the overall performance and stability of the firm;

10. Points out that directors should not be driven by personal financial interest in their management of listed companies; considers that the personal financial interest of directors linked to variable remuneration is in many case in conflict with the long-term interest of the company, including the interests of its employees and stakeholders;

11. Believes that compensation systems should be proportionate to the size, internal organisation and complexity of financial institutions and should reflect the diversity between different financial sectors such as banking, insurance and fund management;

12. Stresses that the operational risk management arrangements of senior management, risk takers and control functions should be reviewed by, and subject to thorough checks by, the supervisor; considers that such procedures should also apply to staff whose total remuneration, including pension provisions, takes them into the same bracket as these categories as staff;

13. Considers that the levels of variable remuneration should be based on predetermined and measurable performance criteria, which should promote the long-term sustainability of the company;

14. Stresses that performance-related remuneration should link the size of the bonus pool to the overall performance and capital base of the firm, while an employee's individual performance-related remuneration should be based on a combined assessment of the performance of the individual, that of the business unit concerned and the overall results of the institution;

15. Considers that the personal financial interest of directors linked to variable remuneration is, in many cases, in conflict with the long-term interests of the company; stresses that policy on the remuneration of directors and other staff who bear responsibility for risky decisions should be consistent with a balanced and properly functioning system of risk management, and that there should be an appropriate ratio between fixed and variable pay; calls urgently for the introduction, across the board, of measures for the reduction, or indeed the withdrawal, of the variable pay of categories of staff whose performance is responsible for a deterioration in their company’s results;

16. Is of the opinion that not only quantitative measures, but also quality-linked performance criteria and human judgement should be taken into consideration in order to determine the level of variable compensation;

17. Considers that guaranteed bonuses should not be part of the compensation plans;

18. Is of the opinion, not only for ethical reasons but also in the interests of social justice and economic sustainability, that the difference between the highest and the lowest remuneration in a company should be reasonable;

19. Stresses that firms should establish an internal procedure, approved by the supervisor, to address conflicts which may occur between their risk management and operational units;

20. Underlines the need to extend these principles to the remuneration of all employees whose professional activities have a material impact on the risk profile of the company they work for, including senior management, risk-takers, control functions and those staff whose total remuneration, including pension provisions, takes them into the same bracket;

21. Stresses that directors’ and officers’ liability insurance designed to protect companies’ directors, officers and senior managers against claims arising from risky or negligent decisions and actions taken whilst managing their business are not in line with sustainable risk management in the field of remuneration;

Balanced structure of the remuneration package

22. Stresses that there must be an appropriate balance between variable and fixed remuneration;

23. Suggests that variable remuneration should be paid only if it is sustainable in the light of the financial situation and capital base of the institution, and justified in the light of the long-term performance of the firm; considers that for financial institutions, the competent supervision authority should have the right to limit the overall amount of variable remuneration in order to strengthen equity capital;

24. Underlines that a substantial proportion of the variable remuneration component should be deferred over a sufficient period; the size of the proportion and the length of the deferral period should be established in accordance with the business cycle, the nature of the business, its risks and the activities of the staff member in question; remuneration payable under deferred arrangements should become a vested right no faster than that payable on a pro-rata basis; at least 40 % of the variable remuneration component should be deferred; in the case of a variable remuneration component of a particularly high amount, at least 60 % of the amount should be deferred and the deferral period should be no less than 5 years;

25. Believes that a substantial proportion of variable compensation should be awarded in non-cash instruments such as subordinated debt, contingent capital, shares or share-linked instruments, as long as these instruments create incentives aligned with long-term value creation and the time horizons of risk;

26. Considers that remuneration policies should apply to total remuneration, including pensions and salaries, to avoid ‘bonus arbitrage’; believes, furthermore, that ‘pension bonuses’ should be awarded in non-cash instruments such as subordinated debt, contingent capital, shares or share-linked instruments in order to align long-term incentives;

27. Suggests setting an upper limit of the equivalent of two years of the fixed component of directors’ pay on severance pay (‘golden parachutes’) in cases of early termination, and banning severance pay in cases of non-performance or voluntary departure;

28. Calls for equality between men and women to be taken into account in determining pay policies;

29. Reiterates the need to punish all forms of discrimination in companies, particularly in the determination of remuneration policies, in career development and in the process of recruiting directors;

Effective supervisory oversight and involvement by stakeholders

30. Believes that firms should disclose clear, comprehensive and timely information about their compensation practices and that supervisory authorities should have access to all the information they need to evaluate compliance with the applicable principles;

31. Calls for state enterprises, like other companies, to exercise complete transparency concerning their pay and bonus policies;

32. Calls, too, for the publication of details of companies’ pension and supplementary pension arrangements, including those of state enterprises;

33. Calls on the Commission to reinforce its recommendations of 30 April 2009 on pay structure and risk alignment as required by the principles established by the Financial Stability Board and endorsed by the G20 in September 2009;

34. Calls on the Commission to adopt strong binding principles on remuneration policies in the financial sector, building on the proposals for banking in the report on the CRD, and a disclosure-driven regime based on a comply-or-explain procedure for listed companies which do not respect these principles;

35. Urges supervisors in the financial sector to implement the Compensation Principles and Standards Assessment Methodology proposed by the Basel Committee on Banking Supervision in January 2010;

36. Calls on the Commission and Member States to promote a common international structure for disclosure of the number of individuals in pay brackets from EUR 1 million upwards, to include the main elements of salary, bonus, long-term award and pension contribution;

37. Invites the Commission to consider the roles of both internal and external auditors as part of ensuring the full spectrum of effective corporate governance;

38. Calls on the Commission to investigate strengthening the roles of non-executive directors, including ensuring that firms provide on-going training and independent remuneration packages that reflect the independent role of non-executive directors, as well as providing the powers to supervisors to conduct ‘approved persons’ interviews;

39. Calls on the Commission to clarify in its legislative proposals the role of the supervisory authorities in remuneration policy;

40. Stresses that variable remuneration should not be paid through vehicles or methods that facilitate the avoidance of payment of income taxes on this remuneration;

41. Calls for it to be ensured that, when remuneration is being regulated, this is not done to the detriment of the fundamental rights guaranteed by the Treaties, in particular the right of the social partners – in accordance with national laws and practices – to conclude and enforce collective agreements;

42. Calls on the Commission to set up an EU crisis management framework in order to avoid a new financial crisis, taking into account initiatives taken by international bodies such as the G20 and the IMF;

43. Calls on the Commission to encourage the Member States to remind listed companies and financial services companies of their social responsibility, their tarnished image and the need to set a good example in a prosperous international society;

44. Considers that continuing to do business or maintain branches in non-cooperative countries is contrary to the long-term interests of companies generally, and calls for the development of a European strategy to combat tax havens in order to implement the pronouncements made by the G20 in London and Pittsburgh;

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45. Instructs its President to forward this resolution to the Council, the Commission and the EU and national regulatory authorities.

(1) Texts adopted, P7_TA(2010)0165.