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Salz Review - Wall Street Journal

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135<br />

<strong>Salz</strong> <strong>Review</strong><br />

An Independent <strong>Review</strong> of Barclays’ Business Practices<br />

11.21 We identified two particular compensation arrangements which seemed to us to be<br />

inconsistent with normal practice and met with some public criticism. The granting<br />

of options in BGI to senior Barclays Capital executives went through appropriate<br />

governance processes. While it is common for executives in asset management to<br />

enjoy shadow equity schemes, there was some criticism of Barclays extending BGI<br />

equity to executives who were primarily employed elsewhere in the Group. Others<br />

pragmatically respond that BGI was an exceptional success story of value creation<br />

for the Group and that this would not have happened without the talents of the<br />

executives concerned. A second example relates to the compensation arrangements<br />

for the specialist team involved with the Protium transaction. In that case the<br />

arrangements were justified in terms of the considerable value to the Group in<br />

having specialist skills available to manage the portfolio of Barclays’ assets at a time<br />

when asset values were key to Barclays’ survival.<br />

11.22 More broadly, during 2010 and 2011 approximately £6 billion in total was paid out<br />

to staff in incentive pay at a time when total shareholder return was down 34% and<br />

dividend payments totalled only £2.7 billion. 212 Many of Barclays’ peers pursued a<br />

similar approach, although not all. For example, during the same period dividends<br />

paid by Société Générale, HSBC and Standard Chartered were significantly higher<br />

than total incentive payments, 213 although we recognise that their business mix is<br />

different.<br />

11.23 In the absence of any regulatory or accounting requirement to treat bonus payments<br />

to employees in the same way as dividend payments to shareholders, Barclays might<br />

wish to consider how best to achieve some cash symmetry for shareholders. It could<br />

be helpful for the Board to go beyond an agreed ratio of total compensation to net<br />

income and agree with shareholders in advance the dimensions of a scorecard on<br />

which to decide the ratio between capital requirements, dividend payout and<br />

bonuses. This approach could perhaps be built into the statement of future<br />

remuneration policy that new UK regulation will likely require companies to<br />

agree with shareholders every three years. 214<br />

11.24 Given the prevailing state of the market for jobs in investment banks and the extent<br />

of reputational damage and public anger, we believe that the current environment<br />

presents a unique opportunity to make significant changes to the way remuneration<br />

policy is developed and applied across the financial services industry. In saying this,<br />

we are mindful that Barclays competes in a global market for talent and this provides<br />

some real constraints in meeting UK public expectations on bank pay. Many<br />

employees care principally about pay relativities. While their primary point of<br />

comparison will be with their peers internally, they will likely be aware of the<br />

comparisons within the wider community in which they see themselves. So in<br />

New York, for example, Barclays competes for talent with New York banks locally.<br />

212 Incentive pay stated is the income statement charge for total incentive awards (Total incentive awards<br />

granted, less deferred bonuses awarded, add current year charges for deferred bonuses from previous<br />

years, and add ‘other’ incentives). Source: Barclays, 2012 Annual Report, March 2013. See Page 235<br />

(Consolidated Cashflow). Dividends paid to equity holders of the parent company were £1.2 billion for<br />

the same time period – see appendix H.<br />

213 Société Générale, HSBC and Standard Chartered annual reports.<br />

214 Department for Business Innovation and Skills, Proposals for Improved Transparency of Executive Remuneration;<br />

June 2012.

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