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NY Attorney General Files Lawsuit Against JP Morgan Chase Over Bear Stearns Fraud
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Commentary

What It Will Take for Big Banks To Heal Their Toxic Cultures

Feb 16, 2016

Judging by the continued interest in Hillary Clinton’s speeches to Wall Street, we have certainly not forgotten the role of the bank behemoths in the last financial crisis and the industry's ongoing struggles with the law.

Pulling no punches, the New York Times' Gretchen Morgenson recently wrote that, “Years of tighter rules from legislators and bank regulators have done nothing to fix the toxic, me-first cultures that afflict big financial firms.”

Some changes may be in the works, though. Bank of America shareholders will get to vote on a measure that would defer a substantial portion of the bank's executive compensation budget to pay for legal violations. Citigroup (c) shareholders will consider a similar measure this year.

Such proposals are not new. In the 1990s, first as a finance executive and then as a corporate adviser, I designed bank executive compensation programs specifically aimed at dinging executive bonuses when legal and regulatory penalties rose. The plans allowed for cuts not just to an executive's current year bonus but to his or her prior awards as well. This kind of system was highly effective in increasing awareness of legal and ethical concerns.

If making such changes is effective, why haven’t boards implemented them more broadly? Following the financial crisis, the Federal Reserve even recommended that large banks implement similar risk-based compensation approaches.

The lack of action may simply have to do with the absence of strong board leadership at banks. And some large investors are starting to clamor for changes at the top.

The Financial Times reported last week that Norway's oil fund wants to see the CEO and chair roles split, especially at the large banks, so the CEO is no longer running the board. “There is a special consideration for banks given that history of 2008 which makes it untenable for companies not to separate the roles,” Yngve Slyngstad, the CEO of the fund, told the Financial Times.

The Norway fund is not alone. Other shareholders have introduced measures to split the CEO and chair roles, most notably at Bank of America and JPMorgan (jpm). Yet, as a group, shareholders and investment managers have failed to pull off majority votes to make these changes stick.

In 2015, Bank of America's (bac) board gave its CEO a 23% pay hike, to $16 million, and JPMorgan's board signed off on a CEO pay increase of 35% to $27 million, Reuters reported on Friday. This, despite the ongoing fines and penalties and investigations into market manipulation and other misconduct at these banks.

The New York Times suggested that it is only fair that executives, rather than shareholders, pay the fines and penalties at the big banks. But to let shareholders off the hook entirely would be a shame. For now, if shareholders as a group suffer enough, maybe more of them will be motivated to vote for proposals that address captured board leadership and implement workable compensation programs that encourage executives to address large-scale legal and ethical risks. And if the threat of losses sticks around, maybe more of them will be less likely to forget and absent-mindedly revert to laxity.

Eleanor Bloxham is CEO of The Value Alliance and Corporate Governance Alliance (http://www.thevaluealliance.com), an independent board education and advisory firm she founded in 1999. She has been a regular contributor to Fortune since April 2010 and has advised analysts, regulators, shareholders, and banks of every size on the economics of financial services.

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