The Intercept – by David Dayen
WELLS FARGO, THE CURRENT poster child for corporate crime recidivism, announced that three of its board members would step down at the end of the year, in a nod to the company’s many incidents of customer abuse. But, in an example of what passes for accountability in the modern age, they did not claw back any compensation from those board members. Instead, the departing board members were allowed to take an early retirement. And the replacements are either already on Wells Fargo’s payroll, or come from close corporate partners.
Stephen Sanger, who only took over as chair of the board of directors after the resignation of CEO and chair John Stumpf last year, will step down Jan. 1, along with two colleagues, Cynthia Milligan and Susan Swenson. The trio are among the bank’s longest-serving board members; Milligan joined in 1992, Swenson in 1998, and Sanger in 2003. And all three served during Wells Fargo’s decade-plus practice of instituting fake accounts to goose sales growth, not to mention recent revelations of nickel-and-diming mortgageborrowers, auto loan customers, small business owners, and investors.
The board members will not have to give back annual salary, bonuses or stock options. They just get to move along. Wells Fargo described the changes in a statement as part of their “commitment to refreshment” of the board.
Yet Wells decided to replace Sanger by promoting someone from inside the company. Former Federal Reserve Governor Elizabeth Duke will take the chair position. Duke has served on the Wells Fargo board since 2015. During that time, the board was made aware of the fake accounts scandal, before it was revealed to the public.
This is part of a pattern with Wells Fargo. When Stumpf stepped down last October, Tim Sloan, then president and chief operating officer, took the top slot. Sloan was groomed for years to replace Stumpf, and four months before the transition, he vowed not to change the bank’s high-pressure sales culture, which led to the fake accounts scandal.
Both the Sloan and Duke appointments, in other words, look like a mere acceleration of an inevitable change at the top, rather than a true break with the past on policy or culture at the bank.
Sen. Elizabeth Warren, D-Mass., has been calling for the Fed to remove the entire Wells Fargo board, which they can do if they uncover risk management failures that threaten the safety and soundness of the bank. She did not see Wells’s latest action as sufficient. “Letting a few board members retire early and shuffling around current board members simply doesn’t cut it,” Warren said in a statement to The Intercept. “The Fed should remove all remaining board members who served during the fake-accounts scandal.”
Warren also wrote a letter to Fed Chair Janet Yellen on Wednesday reaffirming her belief that the Fed should fire the Wells Fargo board. “Between 2011 and 2015, Wells Fargo seems to have had an almost limitless capacity to cheat its customers and shirk its regulatory responsibilities,” Warren wrote. “Yet a dozen Board members from that period continue to serve today.”
Maxine Waters, the ranking Democrat on the House Financial Services Committee, also criticized the action, noting that Duke served on the board during its multitude of scandals. “This superficial change in leadership at Wells Fargo isn’t enough to restore the trust and confidence of the American public,” Waters said in a statement. “It is time that Congress recognize Wells Fargo for what it is — a recidivist institution that has committed millions of crimes and shows no remorse.” Waters vowed to introduce legislation to break up mega-banks when Congress returns in September.
THE BOARD RESHUFFLE also points to another problematic aspect of the way Wells Fargo does business: how deeply the bank has become enmeshed with the accounting firm, PricewaterhouseCoopers. The company announced one new board member, Juan Pujadas, a retired PwC principal who will be the second retired partner from the consultancy on the board, joining Rick Richardson. While Pujadas no longer works actively at PwC, he still associates himself with the firm.
Wells has been employing management consultants at PwC since before the fake accounts scandal broke. In the summer of 2015, Wells hired the company to assess the extent of customer harm from the unauthorized account creation. This relationship is familiar in corporate America. The Big Four auditing firms won’t conduct internal accounting investigations for the companies that employ them to monitor their books, because of a perceived conflict of interest. So when Wells Fargo gets into trouble, instead of calling for help from its auditor, KPMG, another firm — in this case, PwC — will be brought in.
It’s a nice side business.
These internal investigations are extremely lucrative. The often long investigations allow the companies in question to make the case that they take allegations of wrongdoing seriously, and will cooperate with regulators to reach a resolution. But, in reality, the private investigations serve as a substitute for government oversight; instead of regulators delving into the details of malfeasance, they outsource to an internal probe which may not be totally forthcoming. The end result is typically a lenient settlement.
The early retirements for Wells’s three board members came about because of a separate “self-evaluation” of board activity, conducted by former Securities and Exchange Commission Chair Mary Jo White. When she left the SEC following President Donald Trump’s election, White went right back to defending corporations at Debevoise & Plimpton, a Wall Street law firm.
White was criticized during her SEC tenure for failing to scrutinize corporate fraud in the financial sector. Apparently, all it took for her to get around to investigating was getting paid by the bank.
And that’s who truly benefits from modern-day corporate accountability: the hangers-on who cover for corporate clients. Consumers don’t see much of a change. And the disgraced executives who presided over the misconduct? They just get to retire in peace.
https://theintercept.com/2017/08/17/wells-fargo-pwc-board-reshuffle/