The Wells Fargo fraudulent accounts scandal will be studied far and wide by many in the corporate world for multiple lessons—likely for years to come. One of the more recent developments which could portend some long-needed changes is in the arena of shareholder activism for better risk management. Reports have indicated that shareholders are seeking more information about the company’s risk management, directors’ suitability, and employee bonus payments.
One such request from Walden Wealth Management sought information about “the root causes of the fraudulent activity and steps taken to improve risk management and control processes” and “evidence that incentive systems are aligned with customers’ best interests.” Another request inquired into “how ethics are factored into pay had already been implemented.” Clearly the fraudulent account scandal has deeply troubled many of the bank’s investors. Wells Fargo has met with some investors, but has pushed back with others.
All of this has great significance to The Man From FCPA. If businesses do not properly manage their internal risk management processes, even such benign practices as sales quotas and employee evaluations can get seriously out of whack and even lead to illegal conduct. Shareholders hope the board is watching and engaging in oversight. Yet Wells Fargo demonstrated its board was nowhere to be seen even after the scandal became public knowledge.
The final arbitrator for publicly owned companies is the market, with the attendant shareholders as stakeholders. While Wells Fargo’s customers clearly voted with their feet by leaving the bank or not opening new accounts, shareholders are now asking some very pointed, very direct questions. If this trend continues, it will make boards straightforwardly engage in more proactive risk management oversight. Of course that has been a board’s obligation all along, but many have not done so often to the company’s detriment in the event of an FCPA enforcement or regulatory action. For this reason alone, it is a welcome change to see shareholder activism directed at the board for better risk management.