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ECONOMIC REPORT OF THE PRESIDENT

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findings from the NRSRO examinations are described in annual public<br />

reports published by the SEC. The examinations have shown a number<br />

of improvements, but have also identified continuing concerns, including<br />

those about the management of conflicts of interest, internal supervisory<br />

controls, and post-employment activities of former staff of NRSROs.<br />

To improve transparency over the ratings process, the Dodd-Frank<br />

Act required enhanced public disclosure of NRSROs’ credit rating procedures<br />

and methodologies, certain business practices, and credit ratings performance.<br />

According to the SEC, in 2014, “there [was] a trend of NRSROs<br />

issuing unsolicited commentaries on solicited ratings issued by other<br />

NRSROs, which has increased the level of transparency within the credit<br />

ratings industry” (SEC 2014). The SEC reported that this trend continued in<br />

2015. In addition, some NRSROs have issued unsolicited commentaries on<br />

an asset class, rather than a specific transaction.<br />

The Dodd-Frank Act eliminated references to credit ratings in certain<br />

Federal laws and required all Federal agencies to remove references to credit<br />

ratings from their regulations. To that end, the financial regulators adopted<br />

rule changes that removed references and, where appropriate, substituted<br />

alternative standards of creditworthiness.<br />

Improved Accountability to Shareholders<br />

The financial crisis led to policy concerns about a possible link<br />

between excessive financial firm risk taking and executive compensation<br />

practices. For example, a financial executive considering a very risky investment<br />

might weigh the potential personal benefit if the investment pays off<br />

against the personal loss if the investment fails. If the benefit, say a very large<br />

bonus, is more valuable to the executive than the potential loss, perhaps the<br />

risk of getting fired, then the executive has an incentive to make the risky<br />

investment. The best interest of the shareholders or the risks to either the<br />

firm or the financial system might only be of secondary importance to the<br />

executive.<br />

Policymakers were concerned about what economists call “misaligned<br />

incentives” in 2008, one of the motivations for the Troubled Asset Relief<br />

Program subjecting recipients to various executive pay restrictions and<br />

corporate governance requirements. Soon after, the Federal Reserve issued<br />

guidelines for reviewing banks’ pay structures to identify any compensation<br />

arrangements that provide incentives to take excessive risk.<br />

In accordance with requirements in the Dodd-Frank Act, the SEC<br />

adopted rules in 2011 that require public companies subject to the Federal<br />

proxy rules to provide shareholder advisory ‘say-on-pay,’ ‘say-on-frequency,’<br />

and ‘golden parachute’ votes on executive compensation. Say-on-pay refers<br />

Strengthening the Financial System | 405

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