Departing Commonwealth Bank chief executive Ian Narev will not be eligible to earn new long-term bonus shares this financial year.
In a note to shareholders before next month’s annual general meeting, at which CBA will try to avoid receiving a second “strike” on executive pay, chairman Catherine Livingstone said Mr Narev’s exit from the bank was behind its decision on long-term incentive shares.
It came as the banking industry warned of serious gaps in the government’s planned laws to make senior bankers more accountable, saying the proposed changes were poorly defined, and could even affect large numbers of mid-level and junior executives.
CBA has said Mr Narev will leave the bank by the end of next June, and Ms Livingstone said the board had started an “extensive” search for a replacement.
“The board has also determined that as a result of his retirement, Ian Narev will not be eligible for a long-term incentive award this year,” Ms Livingstone said.
Last year, the board determined Mr Narev could have earned up to 55,000 incentive shares under the scheme over the coming years if he had hit the required hurdles.
CBA says it is company policy for a CEO who is leaving to miss out on this type of incentive, and it had the same approach for Mr Narev’s predecessor, Ralph Norris, when he left the bank.
Dean Paatsch of proxy adviser Ownership Matters said the move seemed “logical” but was not widespread among companies with a departing chief executive.
“It seems an entirely logical approach given he has signalled his intention to retire. It’s a gesture that’s open to all companies, unfortunately not that many take it,” Mr Paatsch said.
CBA, the country’s biggest bank, been embroiled in a money laundering compliance scandal since early August, which was followed by the announcement of Mr Narev’s exit from the bank, and a board shake-up.
The entire banking industry, meanwhile, is being targeted by the federal government’s banking executive accountability regime, or BEAR, a series of proposed law changes announced in the budget, and released in draft legislation last week.
The BEAR will give the banking regulator the power to have senior bankers disqualified; it will require senior executive bonuses to be deferred for at least four years; and it could leave banks facing civil fines of more than $200 million.
The n Bankers’ Association on Friday lodged a submission on the draft laws, saying it was not clear which bank employees would be affected and what would constitute a breach of the new rules.
Chief executive Anna Bligh said the legislation suggested it would apply to banks’ subsidiaries, potentially affecting “a large number of mid-level and junior executives”.
The BEAR will apply to issues that threatened a bank’s “prudential standing” or “reputation,” but Ms Bligh said it remained unclear what would constitute a breach.
“Neither of these terms are defined, nor do they have an equivalent in any other law,” she said.
Banker pay is likely to remain a hot topic at CBA’s annual meeting, on November 16, at which Ms Livingstone will explain to shareholders changes to its remuneration policies.
Last year, 50.9 per cent of CBA’s shareholders rejected the remuneration report, making CBA the first major bank in to receive a first strike. If CBA receives a second “strike” next month, it will trigger another vote on whether to call another meeting to spill the board.
Ms Livingstone said that since last year’s strike, the company had undertaken a detailed review of its remuneration policies, and moved to make them more transparent. There is now a greater emphasis on financial hurdles, after a shareholder backlash last year over linking bonuses to “soft targets” such as employee engagement.
In response to the money laundering scandal, Ms Livingstone dumped short-term bonuses for the bank’s top executives, in a move that experts said was a first for an n bank.
After CBA’s executives pay packets were announced in its annual report in early August, Ms Livingstone also said Mr Narev would leave the bank by the end of this financial year. She said the move was in response to “speculation” about Mr Narev’s future in the financial markets and the media.
CBA shareholders will also be voting on a resolution from a group of shareholders to “provide certainty” that the company would align itself with the goal of limiting climate change to no more than 2 degrees, in line with the Paris agreement.
CBA’s board said the shareholders held 0.0077 per cent of the company, and argued it was “inappropriate and unwise” to single out climate change as an issue that required more board attention than others.
Shareholders will also vote on former Westpac banker Robert Whitfield’s proposed board appointment, alongside the re-election of directors Andrew Mohl, Wendy Stops and David Higgins.