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Joint Press Release
June 21, 2010

Federal Reserve, OCC, OTS, FDIC Issue Final
Guidance on Incentive Compensation
Board of Governors of the Federal Reserve System
Federal Deposit Insurance Corporation
Office of the Comptroller of the Currency
Office of Thrift Supervision
For immediate release
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The Federal Reserve, the Office of the Comptroller of the Currency
(OCC), the Office of Thrift Supervision (OTS), and the Federal Deposit
Insurance Corporation (FDIC) issued final guidance today to ensure that
incentive compensation arrangements at financial organizations take
into account risk and are consistent with safe and sound practices. The
guidance was originally proposed by the Federal Reserve last year. The
OCC, OTS, and FDIC are joining in issuing the final version.
The Federal Reserve, in cooperation with the other banking agencies,
has completed a first round of in-depth analysis of incentive
compensation practices at large, complex banking organizations as part
of a so-called horizontal review, a coordinated examination of practices
across multiple firms. Last month, the Federal Reserve delivered
assessments to the firms that included analysis of current compensation
practices and areas requiring prompt attention. Firms are submitting
plans to the Federal Reserve outlining steps and timelines for
addressing outstanding issues to ensure that incentive compensation
plans do not encourage excessive risk-taking.

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"Many large banking organizations have already implemented some
changes in their incentive compensation policies, but more work clearly
needs to be done," Federal Reserve Governor Daniel K. Tarullo said.
"The Federal Reserve expects firms to make material progress this year
on the matters identified as we work toward the ultimate goal of ensuring
that incentive compensation programs are risk appropriate and are
supported by strong corporate governance."
During the next stage, the banking agencies will be conducting
additional cross-firm, horizontal reviews of incentive compensation
practices at the large, complex banking organizations for employees in
certain business lines, such as mortgage originators. The agencies will
also be following up on specific areas that were found to be deficient at
many firms, such as:
Many firms need better ways to identify which employees, either
individually or as a group, can expose banking organizations to
material risk;
While many firms are using or are considering various methods to
make incentive compensation more risk sensitive, many are not
fully capturing the risks involved and are not applying such
methods to enough employees;
Many firms are using deferral arrangements to adjust for risk, but
they are taking a "one-size-fits-all" approach and are not tailoring
these deferral arrangements according to the type or duration of
risk; and
Many firms do not have adequate mechanisms to evaluate
whether established practices are successful in balancing risk.
In addition to the work with the large, complex banking organizations,
the agencies are also working to incorporate oversight of incentive
compensation arrangements into the regular examination process for
smaller firms. These reviews are being tailored to take account of the
size, complexity, and other characteristics of these banking
organizations.
The guidance is designed to ensure that incentive compensation
arrangements at banking organizations appropriately tie rewards to
longer-term performance and do not undermine the safety and
soundness of the firm or create undue risks to the financial system.
Because improperly structured compensation arrangements for both
executive and non-executive employees may pose safety and
soundness risks, the guidance applies not only to top-level managers,
but also to other employees who have the ability to materially affect the
risk profile of an organization, either individually or as part of a group.
Federal Reserve staff will prepare a report, in consultation with the other
federal banking agencies, after the conclusion of 2010 on trends and
developments in compensation practices at banking organizations.
The guidance will become effective when published in the Federal
Register, which is expected shortly.
Federal Register notice: HTML | 139 KB PDF

Media Contacts:
Federal
Reserve

Barbara
Hagenbaugh

FDIC

Andrew Gray

OCC

Dean DeBuck

OTS

William Ruberry

202-4522955
202-8986993
202-8745770
202-9066677

Last Update: June 21, 2010

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