A report on Wells Fargo's (WFC) fake-accounts scandal commissioned by the bank's independent directors is far less critical of the company's board than two studies issued last week by influential shareholder advisory firms.
Instead, the 113-page analysis released Monday of how employees working to meet the San Francisco-based bank's ambitious sales targets created more than 2 million unauthorized credit card and savings accounts over a five-year period lays much of the blame with former CEO John Stumpf and former community banking chief Carrie Tolstedt.
Wells Fargo agreed in September to pay $185 million to settle regulatory claims over the bogus accounts, and Stumpf abruptly retired in October after harsh criticism in two Congressional hearings. The disclosures led to customer and consumer lawsuits, cost the bank lucrative government bond deals and have spurred criminal probes.
The bank's board said Monday that it would claw back an additional $28 million of pay from Stumpf, in addition to the $41 million he gave up in October, and another $47 million from Tolstedt, who had already forfeited $19 million in equity awards as well as her bonus and severance pay when she left in June.
As for the board, the report noted that "members believe they were misinformed" by a presentation made to the risk committee in May 2015. It added that the presentation disclosed that 230 employees had been terminated in the community bank but did not provide "aggregate" termination figures that the risk committee had requested, which were far higher.
The report noted that a report by Tolstedt to the entire board in October 2014, as complaints about the bogus accounts were gaining traction,"was widely viewed by directors as having minimized and understated problems" at the community banking unit.
The investigation was overseen by a special board committee, which was chaired by Wells Fargo's non-executive chairman, Stephen Sanger, and included three other directors, Elizabeth Duke, Enrique Hernandez and Donald James.
A report days earlier from Institutional Shareholder Services, the most influential shareholder advisory firm in the U.S., was less forgiving of the board. The firm recommended that investors vote against 12 of Wells Fargo's 15 directors, including the four members who oversaw the investigation.
Members of two board subcommittees "failed over a number of years" to provide sufficient risk oversight at the scandal-plagued lender, the ISS report said, and the board overall failed to implement an "effective risk management oversight process in a timely way" that could have sapred the bank's reputation.
That review, published Friday, followed a critical assessment earlier in the week from the other major U.S. advisory firm, Glass Lewis. Both carry significant weight with institutional investors, and their tough messages boosts the likelihood of Wells Fargo shaking up its board.
Governance-focused academics have also taken issue with some Wells Fargo board members, and Glass Lewis recommended that shareholders vote against six of them.
Only one of the four directors involved in the independent director investigation, Hernandez, was targeted by Glass Lewis, which noted that he was a member of Wells Fargo's corporate responsibility committee, which oversees the bank's reputational risk, customer service record and complaints.
The proxy adviser argued that shareholders should vote against Hernandez and other members of the committee "based on the reputational damage" inflicted on the company.
The shareholder advisers' recommendations are likely to boost the efforts of an activist fund backed by the Change to Win labor group. The organization, which counsels union pensions, has been engaging with Wells Fargo in the wake of the scandal.
In a statement on Friday, Wells Fargo characterized the ISS recommendations as "extreme" and said the adviser failed to recognize that the company has taken substantial actions to address its issues.
For example, the bank has separated its chairman and CEO roles and altered its company bylaws to require such separation. Also following the scandal, Wells Fargo appointed two new board members, Karen Peetz and Ronald Sargent.
ISS's recommendations may nonetheless drive at least a large minority of shares to vote against the 12 incumbent directors. The vote isn't binding and Wells Fargo isn't obligated to remove the directors even if a majority of shares oppose them. A sufficiently large "no" vote might be embarrassing enough to prompt the bank to make changes on its own, however.
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