The annual meeting with Wells Fargo and its investors dominated headlines this week when the traditionally tame annual meeting grew volatile, with investors vocalizing outrage toward both management and the company board.
The first AGM since the scandal that rocked the financial services landscape last September grew heated as at least one investor had to be physically removed from the room by security. The large-scale fraud resulted in the termination of 5,300 employees, the largest compensation clawback in banking history, and provided a textbook example of the consequences of ineffective engagement between management, boards and company stakeholders.
“The focus of the meeting was the board’s responsibility for the cross-selling sales scandal and the fact that they were in the dark and asleep at the switch,” Brandon Rees, Deputy Director of Investment for AFL-CIO says. “They literally didn’t know they had a problem until they read about it in the Los Angeles Times and even after it had surfaced publicly, they were slow to get a handle on it.”
AFL-CIO owns 1.6 million shares in Wells Fargo and were present for what Rees describes as a “three-ring circus.” The board was given zero insight on the scandal, and shareholders raised legitimate concern reflected in the withhold votes on individual directors.
Engagement between company management and boards is a vital aspect of corporate governance—transparency between shareholders and issuers is a fundamental right, according to Rees, that’s been established as a standard since World War II.
The Financial Choice Act 2.0 proposed in 2016, introduced last week by the House Financial Services Committee, would scale back investor rights dramatically, says Ken Bertsch, Executive Director of the Council of Institutional Investors.
“The Financial Choice Act would roll back shareholder rights in a number of dimensions and that’s obviously of great concern to us,” Bertsch explains. “It would essentially eliminate shareholder proposals except, I think, where hedge fund activists might use them as part of their campaigns.”
The business-first focus of the Trump administration has created an imbalance of power between issuers and investors—and the former would be given significantly more weight with the proposed repeal of select Dodd-Frank provisions and the passage of this revised version of the Financial Choice Act.
“The Financial Choice Act would be a disaster for investors, especially in financial services companies,” Rees says. “You continue to have board accountability failures, like what occurred at Wells Fargo, that show you need to have independent regulators.”
According to a 2015 study published by the Securities Exchange Commission, 80 percent of investors believe that proxy voting increases shareholder value, with an average confidence level of 7.2 on a scale of 1 to 10. (Nearly a quarter of respondents assigned a confidence level of 10.)
A number of corporate disclosure rules would be affected by the Dodd-Frank repeal, which the Republican-led Congress and Trump administration are targeting directly in their move to deregulate and alter the financial-service arena. A decrease in corporate transparency and engagement practices would be some of the greatest casualties, according to Rees.
“This is not about repealing an aspect of the Dodd-Frank Act—this about taking away shareholder rights that they’ve enjoyed since the 1940s, so talk about turning back the clock,” he says. “It’s a radical disenfranchisement of shareowner rights.”