In a few moments I'll be submitting an amendment to this bill, but before I do that, I just want to talk about someone else's comment on this bill. This is Nell Minow of the Corporate Library, someone who has been influential and involved…
In a few moments I'll be submitting an amendment to this bill, but before I do that, I just want to talk about someone else's comment on this bill. This is Nell Minow of the Corporate Library, someone who has been influential and involved in this issue for some period of time, as you may know, someone who no one would consider a conservative on this issue. And she just did a blog on this recently where she says, The House Financial Services Committee has recently approved this legislation. She recognizes why this is coming up, and she says, The impulse is understandable, but the standard is unworkable. What does inappropriate mean? What, while we're at it, does risk-taking mean? And the most terrifying question is, who gets to decide what they mean?
Chairman Barney Frank warned earlier this month, she reminds us, and he did so again just recently, that recent news of compensation of Wall Street shows that some financial leaders yearn for the stirring years of yesteryear, and demonstrates a need to adopt legislation on executive pay. But it's a question of empowering the shareholder to decide the question of appropriate level of pay and not by the regulators.
She concludes by saying, Who is in the best position to evaluate and respond to badly designed pay packages? As someone who is very proud of 8 years of serving in government, she says she has the most utmost respect for politicians and bureaucrats, but she also recognizes their limits. The government, therefore, should not be micromanaging pay. Instead, and this is what Republicans suggest, remove the obstacles that currently prevent oversight from those who are best qualified and motivated to manage the risk, the shareholders.
Mr. Speaker, I have an amendment at the desk.
I yield myself 4 minutes at this time.
Mr. Speaker, the American public truly should be outraged when they read the front page headlines nowadays with regard to bonuses and pay.
In The Wall Street Journal today, it's a bank bonus tab of $33 billion. You have to read the second headline, though, to realize that the $33 billion is going to the banks that received, basically, the taxpayer bailouts. The bottom line on all of this is that there is nothing in this legislation that would have prohibited this from going forward.
Now, the other side of the aisle on the floor today repeatedly says, Well, the Republican side simply has no alternative; it is just the party of ``no.'' Well, we know that that's not true. On the legislation before us today, with regard to executive compensation, both in committees and through Rules, the Republicans have proposed a number of substantive proposals, which I'll go through right now, which would address the underlying problems that we're trying to address here.
So, if you will permit me, I will now address the three or four main points in this substitute which would get at these points that, I think, outrage America with regard to compensation but which do so in a fair and just manner.
Firstly, in the underlying bill, it allows for a non-binding shareholder vote on executive compensation every year.
We propose instead that such vote should occur every 3 years. Why is that? All the expert testimony we've heard so far says that Wall Street focuses too much on the short term--on the year, on the 6 months, on the three-quarters or on the end of the quarter. Why then when compensation packages usually go longer than 1 year, usually go for 3 years, would we be requiring a vote that would once again refocus the attention on 1 year, a short period of time, as opposed to being in line with the 3-year longer time frame? So we suggest that a 3-year vote would be much more appropriate than a 1-year.
Secondly, as to the shareholders and whom we trust with these decisions, we suggest, if we are going to trust the shareholders to be making these decisions, should we not also trust them to make the decision as to whether or not to have such votes on executive compensation in the future?
So our amendment would suggest that a substitute would allow for a two-thirds vote of shareholders to opt out of the shareholder triennial advisory vote if they are so inclined. We know that this has been a position taken by a number of institutions and companies in the past because they've said that we do not want to have such power, that we do not want to involve ourselves in such decision-making.
We know that it is right now as well because we have a letter from the United Brotherhood of Carpenters which points out the very real reason of why this is. You know, they hold something like 3,603 different companies in their portfolio. They said if they were going to have to make this decision either every 1 year or every 3 years--and considering the due diligence that they would have to engage in--this commitment would be a severe challenge to their fiduciary responsibilities. So, if they want to opt out of this, shouldn't we give them that ability if two-thirds of the voters decide to do so?
Thirdly, State law. The other side of the aisle speaks about State law and about hypocrisy on this issue. Should we be preempting State law in this situation or, as to those States that have already engaged in this area, should they not be able to speak up and have their voices heard and not be preempted by the Federal Government?
Fourthly, and most importantly, is section 4. This section goes well beyond what the administration has already talked about. The administration says they do not really like what this section is in the bill and that they did not propose this section.
So our substitute says that we should be deleting section 4 of the bill, which would allow government bureaucrats rather than shareholders. The bottom line on this one is: Who is it that the other side really trusts to make these decisions? Is it the shareholders, as we saw in the first three sections of this bill, who would make the decisions, and that we would suggest they should be in the position to make the decisions, or is it the bureaucrats whom they think should be able to make these decisions? Is it the same bureaucrats, in the past, over at the SEC, who totally missed the whole Madoff situation, who should be making decisions as opposed to the stockholders? Is it the same bureaucrats who were the regulators for AIG and who totally missed that situation? Is that who they trust instead?
So we would suggest all four points are substantive amendments to this, and we would appreciate their consideration.
I reserve the balance of my time.
I yield 3 minutes to the gentleman from Texas (Mr. Neugebauer).
I am pleased to yield 3 minutes to a leader
in advocating for those free-market principles that made this country as great as it is, the gentleman from Texas (Mr. Hensarling.)
I yield 2\1/2\ minutes to the ranking member, the gentleman from Alabama (Mr. Bachus).
Mr. Speaker, may I inquire as to how much time is remaining and who will be closing?
Parliamentary inquiry.
As far as the procedure for determining who closes, is it not the author of the amendment?
I yield myself the remaining 3 minutes.
Mr. Speaker, the final question, I guess, is who do we trust. Who do we trust to deal with the situation of pay?
The gentleman just spoke on the floor with regard to protecting the interests of his constituents. You know, it doesn't really matter who your constituents are, whether they are the CEO at the top of the ladder, someone in between, the receptionist, anywhere along the line as far as pay scale, this bill will affect them and will affect their ability as far as what their compensation is. It will affect the ability of the Federal Government to dictate what their compensation will be. Government bureaucrats will be making those decisions in the future as opposed to the people involved with the company. Large income or small, bureaucrats will be the ones at hand to make those final decisions.
The odd thing about this legislation, as we read through it and as you look at our amendment to try to address this problem, is that the underlying bill gives with one hand and takes with the other. As has been previously indicated, it gives with one hand in a tacit approach to say that the shareholders should be able to make these decisions, but then it takes that right back again when it says, then, When the government decides that those shareholders made an incorrect decision, some bureaucrat at the SEC or the Federal Reserve or someplace else will overrule that decision and take that power away from them.
It says in the committee, on the one hand, that States should have some say in some aspects of financial service regulation matters, such as with the VFPA, where they do not want to preempt State rights, but here they want to step in and preempt those States, States that may have had a long history of dealing with such situations as executive pay compensation, or States that may want to address it in the future, but the underlying bill says that they will preempt that.
That is why we have come up with an alternative. We have come up with a solution. We are not the ``party of no,'' we are the party of reform, a party that says we should address this on a longer period of time, a party that says that we should allow the shareholders to be able to decide these issues, a party that says that when it comes to compensation, the Federal Government should not be intermeddling.
Now, there was an article in The New York Times recently. It quoted from Alan Blinder, a Princeton economist and former Vice Chairman of the Fed who wrote recently for the Wall Street Journal with regard to this. He said, The executives, lawyers, and accountants who design compensation systems are imaginative, skilled, and definitely not disinterested. Congress and government bureaucrats won't beat them at their own game. Congress has tried to do this in the past when they set the issue with regard to deductibility for executive compensation at $1 million. It had the unintended consequence of setting $1 million as the floor, and Wall Street then went from compensation packages greatly exceeding this. We may well see the same thing with this underlying legislation as well.
In the headlines that I started the hour out with, Bank Bonuses $33 Billion, money that is actually coming from the very taxpayers who are watching us here right now, this underlying legislation will not change that. Despite the fact that the gentleman from Texas tried to limit this legislation to try to address this legislation to situations as TARP companies, this legislation will not solve this. Our substitute will.
Our substitute will return the power to the individual. It will return the power to the corporation and, most importantly, return the power to the shareholder and take it from the government bureaucrat.
Parliamentary inquiry.
Can the Chair indicate how much time is remaining?
Yes.
I yield myself such time as I may consume.
I appreciate the gentleman from Massachusetts for working with the respective parties in order to ameliorate any situation that is going on outside of this area. And just as the gentleman says, it's nothing on your side of the aisle in the Chambers today at fault, and I guess we would say the same thing for those who are sitting here right now as well.
I left my last comments with the question of who do you trust and what do we need to do in order to address this situation. I will step back from that for a moment to look to the larger issue here that we are trying to uncover.
I commend the gentleman for the number of hearings that we have had over the last several weeks to try to delve into the various matters that dealt with the fiscal crisis we are currently facing in this country.
One of the takeaways, though, that I have had from those myriad of hearings that we have had is that the underlying concern of the Members of the House on both sides of the aisle is to try to get at the root cause of what was it that actually brought us to the current financial situation that we find in this country today.
We have heard a number of experts from think tanks, from Wall Street, from across the country expound upon where they believe what the underlying cause was. We have heard some who said it was with regard to GSEs, Fannie Mae and Freddie Mac, the fact that there was excessive leverage there allowed this to occur. There was someone who just spoke on the other side of the aisle who is in the chair right now who said that it was all due to deregulation, although I always raise the question whether or not they could cite those specific actions by Congress of deregulation other than the issue of Gramm-Leach-Bliley with regard to deregulation. And we have heard other areas as far as excesses both by government and Wall Street.
But through all those debates, I have yet to recall anyone who could provide any factual evidence, any factual proof, other than just their opinion, that the underlying cause was because of excessive pay by various corporations in this country. No one, certainly, brought up the idea that the problems that brought us here were due to excessive pay outside of the financial sector. So then we have to look at the underlying legislation and answer the question, what is it we are trying to get to here?
In the major portion of the legislation, which goes to allowing shareholders' rights to vote with regard to executive compensation outside of the financial sector, no evidence whatsoever that that brought us to the situation. So we ask why is that even in the underlying bill?
Now, we do try to attempt to reform it, inasmuch as that is all we can do at this point, by putting on a 3-year extension as opposed to a 1-year period of time. We also tried to reform their idea to say that States that have already looked into these issues should have the prerogative to continue with their legislation, that they are more knowledgeable, they have been more engaged, they follow the trends more in their States in their corporations in this area.
So we tried to reform and improve the legislation in that area as well. We also tried to reform it in a last way to say that, for those corporations that say that we have looked at this situation, our shareholders have digested the information and realize it would not be to the benefit of the corporation or the shareholders themselves, and over two-thirds of those shareholders say that they do not want to engage in setting pay but rather would allow it to return to where it has always historically been in this country, and that is by management and by the directors, we put that in the legislation as well.
But, still, the underlying bill takes all those powers away from the shareholders, from the management, from the directors, and it does so without any evidence that they were at all a cause of the problem.
Now, section 4 does, arguably, go to financial institutions, and it goes to those institutions that, arguably, could be, some would say, a cause of our current situation. But we already had regulation in place for most of those financial institutions. We already had regulators who were supposed to be doing their job. We had regulators over at SEC with regard to the Madoff situation. And, unfortunately, we know all too well they failed in that job. Despite the fact that there was testimony that evidence was presented to them, handed to them, documenting why that Madoff situation was out there and why the SEC should be involved, the regulators missed it.
We saw it as well with regard to regulators missing it over at AIG as well. Those regulators had authority to regulate those institutions as well, but did they do so? No. They missed it completely with regard to the whole AIG situation.
Now, the other side of the aisle seems to say that that was then and this is now, that the same regulators who missed Madoff, the same regulators who missed AIG, the same regulators who missed executive compensation and other problems in the past, now, all of a sudden, we are going to expand it even further and say we are going to give those regulators even broader authority for financial institutions, however they may be defined in the future, because this bill realizes that it may be expanded further. They now entrust those regulators.
We would conclude that we should trust the shareholders, the American people, more than we should trust the bureaucrats.
Mr. Speaker, I demand a recorded vote.