Business, Economics and Jobs

Claw-back clauses and caps introduced into corporate bonus culture


Activists protest bank bonuses Dec. 15, 2010 in New York City.


Spencer Platt

Another nail in the coffin of pre-credit crisis bonus culture is set to come with the 2012-13 bonus season.

While much of the focus has been on banks after a rash of scandals, there have been several high-profile protests about executive pay in other industries, with shareholder unrest at companies ranging from AstraZeneca to WPP.

Executives at several banks, including Goldman Sachs, have already received theirs, but the first couple of months of the year are traditionally when a broader picture emerges.

The bonus pool in London's financial services industry, once credited with helping everything from house prices to sales of luxury cars, is expected to fall to 1.6 billion pounds ($2.6 billion) this bonus season, down from a peak of 11.6 billion pounds in 2008, according to think tank the Centre for Economics and Business Research.

This dwindling pool can partly be accounted for by the decline in lucrative fundraising and merger and acquisition activity. And the pool will be shared between fewer bankers than in more than a decade as job cuts deepen.

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Still, the industry has a public relations problem that would make the awarding of large bonuses difficult.

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"Most of the big banks have been part of at least one of the recent scandals. They now feel under pressure to manage the bonus season appropriately, and they know it's going to be reported very closely," Gillian Chapman, head of employment and incentives at Linklaters, told "They also need to treat people fairly and keep good people."

The way bonuses are being paid is also changing, with more and more bonuses being paid as part of deferred schemes.

One way to manage the potential for public relations disaster could be clawing back bonuses from those found to have misbehaved.

In October, Andrew Bailey, head of watchdog the Financial Services Authority's prudential business unit, fired a warning shot across banks' bows by telling them the regulator would be looking for evidence they had clawed back deferred bonuses from people involved in scandals.

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These claw-back clauses are relatively untested and "not as straightforward as you'd think," Chapman pointed out. The fallout of the recent Libor scandal could see some of the first tests of these clauses if banks like UBS and Barclays try to get bonuses back from individuals dismissed following the scandals.

German bank Commerzbank is currently appealing against a U.K. court ruling which would make it pay out 52 million euros ($67.8 million) in bonuses to employees taken on when it bought Dresdner Kleinwort.

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New European proposals to cap bankers' bonuses at as much as their basic salary — unless over 75 percent of the bank's shareholders approve an increase — could be enforced as early as 2014. While the cap may not have a huge impact immediately as bonuses are shrinking anyway, this new rule could affect remuneration if investment banking returns to rude health.

There are concerns that the new rules could chase bankers away to non-EU countries like Switzerland or Singapore, and lead to shrinking tax revenues."It's in nobody's interest for the City to lose its good bankers — and they're all pretty mobile," Chapman warned.


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