Memo to Bank of America's Directors: Shame on You! 30 comments
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To: Bank of America’s Board of Directors
Fr: Tom Brown
Re: Your gross negligence
What in the world can you people be thinking? Name me another CEO of a large financial institution who, after running his company into the ground as thoroughly as Ken Lewis has done at BofA (BAC), still has a job.
Chuck Prince? Nope. Stan O’Neal? Nope. Yet the disaster Lewis has presided over has to be comparable to what went on at Citigroup (C) and Merrill Lynch. Why, for long-term consistency of lame-brained, shareholder-unfriendly decision-making, Ken could be in a league by himself.
The only thing that might have prevented Lewis from wreaking the havoc that he has is you—and you blew it. You’ve proven—yet again—that you’re no friend to the shareholders you purportedly represent. Instead, you’ve let Lewis get away with the following:
He’s destroyed value via poorly-thought-out, overpriced acquisitions;
He’s made materially deceptive public disclosures;
He’s consistently generated poor financial performance;
He’s built a senior management team of yes-men and yes-women who don’t have the cojones to stand up to him, let alone run a public company on their own.
Each of you deserves your share of the blame. I am particularly disappointed, though, in the performance of one board member in particular: my old pal, Chad Gifford.
Chad has had a long and admirable career in the banking industry, and should have seen this train wreck coming a mile away. He was the president of Bank of Boston when it had major loan problems in the late 1980s. Back then, Chad rolled up his sleeves and did what needed to be done to deal with the bank’s problems. He became CEO after the board forced out his boss. He then led Bank of Boston through a remarkable recovery, merged the bank with Fleet, which was eventually bought by BofA.
Chad is the only member of the board with true, broad banking experience. He also has expertise in corporate governance. He has deep experience operating in a troubled banking environment, and should have stepped up and taken on a leadership role during the current crisis.
Chad, no one with your background can stand by and passively permit the chaos engulfing the bank to continue. It’s not too late! You found the wherewithal back in the 1990s to step up and save a bank. Do it again, now. I like BofA’s long-term competitive position, and believe that it has a chance to recover from its current problems. But if the board, led by Chad Gifford, doesn’t make some dramatic moves, and quickly, the company will never be in the same league as JPMorgan (JPM), Wells Fargo (WFC), or U.S. Bancorp (USB)! Chad, for the second time in your life, rock the damn boat!
Value Destroying Acquisitions
Then there is BofA’s lead director, Temple Sloan, who came out with the following ridiculous statement after the BofA board meeting on Wednesday: “The Board today during their regular meeting expressed support for Ken Lewis and the management team, noting their experience in managing a challenging environment and in assimilating mergers.”
The man must be delusional. “Managing a challenging environment”? BofA just reported an 80% decline in its full year earnings, including a $3.5 billion operating loss in the fourth quarter. Its book value per share has dropped by 13% over the past 12 months. Much more managing-in-a-challenging-environment like this and Lewis and his crew won’t have a company left to manage.
As regards Lewis’s prowess in assimilating mergers, Sloan must be living on another planet. Where to begin? There’s Barnett Banks (destroyed), LaSalle Bank (decimated), US Trust (a disaster) and Merrill Lynch (which began to come unglued almost the moment the deal closed).
Sloan’s comment is a pathetic joke. Under Ken Lewis’s direction, BofA’s operating performance has been middling. (We’ll never know exactly how middling, of course, since the company keeps re-stating its results as it does one deal after another.) Nor, as noted, does Lewis have the distinguished record of deal integration that Sloan seems to think. And notice how Sloan didn’t mention anything about the financial benefits that deals provide shareholders because, as has been amply documented, they don’t provide any.
Deceptive Public Disclosures
Most objectionable of all, though, is what I believe to be the blatant lying that Lewis has resorted to as he’s sought to defend himself amidst the Merrill Lynch fiasco. It is simply not credible to believe, as Lewis alleges, that Merrill Lynch’s fourth quarter loss quintupled between December 6th and December 16th. When Lewis says otherwise, I can only think he's simply lying.
Then there is the matter of the early Merrill Lynch bonuses, which BofA would have us believe took Lewis completely by surprise. Here’s how BofA spokesman Scott Silvestri put the company’s spin on the topic:
“John Thain and the Merrill Lynch compensation committee made the decision on the amount and timing of the year-end compensation at Merrill Lynch. We had no legal right to challenge it.”
Technically, I’m sure that’s factually accurate. But it’s also misleading and beside the point. A reliable source tells me Lewis and his Sancho Panza, Steele Alphin, talked with John Thain in detail about the Merrill bonuses, including their amount and their timing. BofA’s board must know that, and ought to be appalled that the company is now making intentionally misleading statements on the topic.
Ken Lewis's Senior Management Team
Ken Lewis is not the first CEO in history to surround himself with others who won’t disagree with him. It’s the board’s responsibility to identify this problem, and correct it. But the board, to its discredit, has not.
In 2004, Ken Lewis fired some senior executives, then undertook a high-level management review aimed at identifying the company’s top management talent. When it was done, Lewis presented the board with a chart showing 85 executives who, my source tells me, Lewis said was his team to lead the company for the next decade and beyond. That was five years ago. Today, of those 85 executives, 65 are no longer at the company. What does this say about Ken Lewis’ ability to build, manage, and motivate a team?
Ken Lewis is a size-obsessed egomaniac. His strategy and execution has destroyed an incredible amount of shareholder value. As a result of Lewis’s leadership, BofA is one of only two banks (Citigroup is the other) that’s had to receive government assistance twice.
And still the board seems to be asleep. What is it going to take to wake it up? At the shareholders meeting in 2006, I went to Charlotte and took the microphone to ask Ken Lewis if he would resign if performance didn’t improve. It’s my plan to do that again this year; in addition, I’m going to ask that certain members of the board resign, as well. Enough is enough!
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The fact is all corporate boards are stacked with cronies and asskissers who will do whatever management wants them to do. Why jeopardize a job that pays over 250K a year for eight to ten days of socializing and playing golf.
The laws need to be changed so that the shareholders can nominate and directly elect at least one outside director. Many European countries require this already. Also, an advisory vote on exectives' pay should be required.
It's sad to say but I believe O'Neal knew what his company was getting into and had the right answer to get out of it when things went south. While I don't condone his behaivor in any way he at least understood the problem at hand. Lewis has done nothing but sit and watch his "bank" business detoriate. These losses had nothing to do with Merrill or Countrywide. Plus some of their key metrics don't match up to its competitors. Now his "vision" as you put it has led to BofA overpaying for both companies and decreasing shareholder's value. It doesn't get much worse than that.
From personal experience the above article is right on target. To add to that I'm not impressed with the way BAC runs their business. I had high expectations as they have a strong reputation as a world leader in integrating and takeovers. They are walking into a business they are not prepared to handle. The main benefit of the ML deal is cross-selling opportunities. Past BAC acquistions focused on banks which is much easier to integrate. Now they are dealing with a different animal at which they failed numerous times. They need Merrill's leadership more than ever right now and they are falling like flies. Why they have failed at the brokerage business for so many years is because they don't fully understand the business.
Say what you want about "Wall Street" but they are the smartest guys in the room. The best of the best go there for a reason. They have made their shareholders tons of money in the past and have created wealth for individuals and other companies outside the industry for decades. Yes it's a failed business model but they were able to fool us long enough and we jumped on the bandwagon when times were good and prospered. Now that they are leaving, most unforced, I am going to side with them once again. One of the worst CEOs in our eyes is Stan O'Neal who tried to sucker Wachovia into buying them and Thain successfully followed suit. They got the best of the "banks" once again. These guys know the game and know how to play it. They are feeding on the bank's greed to be as powerful as the investment banks once were but that model is history now. There have been a few (internal and external) conference calls with both of them present (Lewis and Thain). After listening to both of them speak any smart investor, hands down would want Thain leading them.
Early grades on the deal give BAC and "F" so they must finally hand over the reigns to the brokerage heads and let them conjure some ideas to raise the company's value again. And most importantly have strict internal compliance to make sure they can't all fool us again with fake returns such as CDOs and CDSs. These guys will find a way to make the most out of your buck but they have to be kept in check because they will always take that to the next level. It's a double edged sword but it will take a long time before they can all fool us again with everyone watching so let the smartest guys run the business for now.
(The Emperor has No Clothes-Hans Christian Anderson)
WilliamBanzai7
Just a few years ago, there was a Wall Street CEO, who was so excessively fond of stacking new lines of business, that he spent all his shareholder's money on building a financial supermarket otherwise known a "universal bank". He did not trouble himself in the least about his shareholders; nor did he care about his other stakeholders; clients, customers, creditors, bondholders and the rest of the public, except for the opportunities they afforded him for raking in exorbitant fees, paying obscene compensation to himself and his soldiers and displaying his fancy new French Jet and haughty collection of French antiques. To support this bank juggernaut he cloaked himself in new and evermore sophisticated financial schemes for each passing hour of the day; and as of any other king or emperor, one is accustomed to say, “he is sitting in council,” it was always said of him, “The 'Emperor CEO' is sitting in his splendidly diversified wardrobe."
Time passed merrily in the city which housed his Headquarters; strangers arrived every day at his commodious office suite. One day, two rogues, calling themselves quantitative engineers made their appearance. They gave out that they knew how to structure exotic new securities offering magnificent risk free returns, the profits from which should have the wonderful property of remaining invisible to everyone who was unfit for the office he held, or who was extraordinarily simple in character.
“These must, indeed, be splendid securities!” thought the Emperor. “Had I such structured products to hawk, I might at once find out what bankers in my realms are unfit for their office, and also be able to pull the wool over the eyes of both the wise and the foolish! These structured securities must be spun for me immediately.” And he caused large sums of capital to be given to both the "Quants" in order that they might begin their work directly.
So the two Quants set up shop, and affected to work very busily, though in reality they did nothing at all. They asked for the finest AAA mortgages to pool and the purest streams of income to repackage; after running out of both in short order; they substituted the AAA mortgages with toxic sub-prime mortgages they managed to scrounge up from a broker named Frankie the Flipper and continued their pretended work at the printers until late at night.
“I should like to know how the Quants are getting on,” said the Banker CEO to himself, after some little time had elapsed; he was, however, rather embarrassed, when he remembered that a simpleton, or one unfit for his office, would be unable to see the manufacture. To be sure, he thought he had nothing to risk in his own person; but yet, he would prefer sending somebody else, to bring him intelligence about the Quants and their work, before he troubled himself in the affair. All the people throughout the city had heard of the wonderful property the structured products were to possess; and all were anxious to learn how wise, or how ignorant, their neighbors might prove to be.
“I will send my faithful old Chief Risk Management Officer to the Quants,” said the Emperor at last, after some deliberation, “he will be best able to see how the structured finance business looks; for he is a man of sense, and no one can be more suitable for his office than he is.”
So the faithful old Chief Risk Management Officer went onto the floor, where the Quants were working with all their might, at their securitisation models. “What can be the meaning of this?” thought the old man, opening his eyes very wide. “I cannot discover the least bit of financial common sense in these spread sheets” However, he did not express his thoughts aloud.
The Quants requested him very courteously to be so good as to come nearer their computer screens; and then asked him whether the models pleased him, and whether the numbers were not very beautiful; at the same time pointing to tranches and tranches of securitised toxic sub-prime mortgages. The poor Chief Risk Management Officer looked and looked, he could not discover anything of value in the spread sheets for the structured products designed by the Quants for a very good reason, viz: there was nothing there. “What!” thought he again. “Is it possible that I am a simpleton? I have never thought so myself; and no one must know it now if I am so. Can it be, that I am unfit for my office? No, that must not be said either. I will never confess that I could not see the stuff.”
“Well, Mr Risk Manager!” said one of the Quants, still pretending to work. “You do not say whether the stuff pleases you."
“Oh, it is excellent!” replied the Chief Risk Management officer, looking at the spreadsheets through his spectacles. “These risk models, and the profits yes, I will tell the Emperor CEO without delay, how very beautiful I think them.”
“We shall be much obliged to you,” said the Quants, and then they named the different tranches and described the risk/return profile of the pretended stuff. The Chief Risk Management Officer listened attentively to their words, in order that he might repeat them to the Emperor CEO; and then the Quants asked for more working capital, saying that it was necessary to complete what they had begun. However, they put all that was given them into their bloated bonus knapsacks; and continued to work with as much apparent diligence as before at their structured finance models.
The Emperor CEO now sent a emissary from the Rating Agency of his court to see how the men were getting on, and to ascertain whether the structured products would soon be ready. It was just the same with this gentleman as with the minister; he surveyed the spread sheets on all sides, but could see nothing at all but financial schlock.
“Does not the stuff appear as beautiful to you, as it did to our Chief Risk Management Officer?” asked the Quants of the emissary from the Rating Agency; at the same time making the same gestures as before, and talking of the diversification hedges and safe returns which were not there, all as they signed the lucrative Rating Agency Contract of Engagement.
“I certainly am not stupid!” thought the emissary. “It must be, that I am not fit for my good, but very profitable office! That is very odd; however, no one shall know anything about it.” And accordingly he praised the safe returns he could not see, and declared that he was delighted with both the risk model and profits. “Indeed, please your Imperial Majesty,” said he to the Emperor CEO when he returned, “the structured products which the Quants are spinning are extraordinarily magnificent.”
The whole city was talking of the splendid structured product business which the Emperor CEO had ordered to be woven at the expense of his shareholders.
And now the Emperor CEO himself wished to see the costly manufacture. Accompanied by a select number of officers of the bank, among whom were the two honest men who had already admired the spread sheets, he went to the crafty Quants, who, as soon as they were aware of the Emperor CEO's approach, went on working more diligently than ever; although they still had not designed a single asset with intrinsic value.
“Is not the work absolutely magnificent?” said the officer and emissary, already mentioned. “If your Majesty will only be pleased to look at it! What a splendid risk model! What glorious returns” and at the same time they pointed to the toxic spread sheets; for they imagined that everyone else could see this exquisite piece of quantitative wizardry.
“How is this?” said the Emperor to himself. “I can see nothing! This is indeed a terrible affair! Am I a simpleton, or am I unfit to be an Emperor CEO? That would be the worst thing that could happen–Oh! the risk model is charming,” said he, aloud. “It has my complete approbation.” And he smiled most graciously, and looked closely at the toxic sub-prime spreadsheets; for on no account would he say that he could not see what two of the officers of his court had praised so much. All his retinue now strained their eyes, hoping to discover something on the screens but they could see no more than the others; nevertheless, they all exclaimed,
“Oh, how beautiful!” and advised his majesty the Emperor CEO to have a new sub-prime CDO suit made from the profits generated by these splendid toxic sub-prime assets, for the approaching Bailout Procession. “Magnificent! Charming! Excellent!” resounded on all sides; and everyone was uncommonly gay. The Emperor CEO shared in the general satisfaction; and along with a massive Multi Million Dollar bonus or two, presented the Quants with the riband of an order of Managing Directors, to be worn in their Ferragamo button-holes, and the title of “Gentlemen Investment Bankers.”
The Quants sat up the whole of the night before the day on which the magnificent Bailout Procession was to take place, and had sixteen mainframes running so that everyone might see how anxious they were to fabricate the Emperor CEOs new CDO suit. They pretended to roll a positive P&L off the toxic sub-prime spreadsheets; blew hot air with their pitch books and threaded mathematical needles without any thread in them. “See!” cried they, at last. “The Emperor CEO's new structured clothes are ready!”
And now the Emperor CEO, with all the grandees of his court, came to the Quants; and the rogues raised their arms, as if in the act of holding something up, saying, “Here are your Majesty’s Clothes! Here is the Level III scarf! Here is the sub-prime mantle! The whole suit is as light as an opaque toxic sub-prime cobweb; one might fancy one has nothing at all on, when dressed in it; that, however, is the great virtue of this delicate cloth.”
“Yes indeed!” said all the courtiers, although not one of them could see anything of this exquisite manufacture.
“If your Imperial Majesty will be graciously pleased to take off your bespoke Saville row clothes, we will fit on the new sub-prime CDO suit, in front of the financial looking glass.”
The Emperor CEO was accordingly undressed, and the Quant rogues pretended to array him in his new sub-prime CDO suit; the Emperor CEO turning round, from side to side, before the financial looking glass.
“How splendid his Majesty looks in his new clothes, and how well they fit!” everyone cried out. “What a model! What risk free returns! These are indeed royal robes!”
“The bailout canopy which is to be borne over your Majesty, in the procession, is waiting,” announced Hank Paulsen, the chief master of the ceremonies.
“I am quite ready,” answered the Emperor CEO. “Do my new asset backed clothes fit well?” asked he, turning himself round again before the financial looking glass, in order that he might appear to be examining his handsome sub-prime CDO suit.
The lords of the Finance department, who were to carry his Majesty’s bailout train felt about on the ground, as if they were lifting up the ends of the toxic sub-prime mantle; and pretended to be carrying something; for they would by no means betray anything like simplicity, or unfitness for their office.
So now the Emperor CEO walked under his high canopy in the midst of the bailout procession, through the streets of the Wall Street financial district; and all the bankers and traders standing by, and those at the windows, cried out, “Oh! How beautiful are the Emperor CEO's new asset backed clothes! What a magnificent train there is to the toxic sub-prime mantle; and how gracefully the Level III scarf hangs!” in short, no one would allow that he could not see these much-admired clothes; because, in doing so, he would have declared himself either a simpleton or unfit for his office. Certainly, none of the Emperor CEO's various suits, had ever made so great an impression, as these invisible ones.
“But the Emperor has nothing at all on!” cried a little child hedge fund manager.
“Listen to the voice of transparency!” exclaimed his father; and what the child had said was whispered from one to another.
“But he has nothing at all on!” at last cried out all the hedge fund managers and bear traders.
The Emperor CEO was vexed, for he knew that the people were right; but he thought the Bailout Procession must go on now! And the lords of the Emperor CEO's bedchamber took greater pains than ever, to appear holding up a train, although, in reality, there was no train to hold up.
Great quote, almost comic : “The Board today during their regular meeting expressed support for Ken Lewis and the management team, noting their experience in managing a challenging environment and in assimilating mergers.”
This reflects the largely unrecognized crisis we have in corporate governance, and not just at banks. Many boards are stuffed with a club of cronies, too busy to or too incompetent to critically review management's decisions, who simply act as rubber-stamps. Many have limited exposure to the stock of the companies on which they serve as directors, with their directors' fees over a few years exceeding their exposure as owners. This creates a conflict of interest, as all they want is to continue the perks and fees gravy trains without rocking the boat.
Before mutual funds, at least the real owners used to vote at shareholders' meetings. Now it is fund managers who vote much of the stock, and they may have their own interests in "joining the club" and "not rocking the boat".
Given the extent of the public's exposure to stocks, via mutual funds and retirement plans, some rules that improve governance of publicly traded companies are needed.
The Bank of America has hired a number foreign workers as human resource specialist. However, this kind of position is not skill-intensive work. Every American worker with college degree could handle as well as those foreign workers, even better.
Bank of America paid above 70K to hire a foreigner as Compensation Analyst (HR entry-level position), but all she/he has to do is following Consultants' orders. It is not rocket scientist. The only reason Bank of America hired foreign workers is because BofA is able to well control them by H1-B visa program. In addition, the H1-B visa is not supposed to be reserved Accounting, HR, and Sales positions. We can easily find American replacement given economy. We do not find any necessity to keep foreign workers on those positions.
When those banks have received 45 billion bailed-out money from taxpayers, they should spare seats of Human Resource Specialist , Accounting, and Sales for American workers instead.
Look, when this blows over, Bank of America will have a ton of smart people on their research and banking desks. There is no way that I would railroad Ken Lewis because of Merrill Lynch's problems.
Hopefully you are not submitting your resume for the job. Fluency in English ought to be a requirement. That alone rules out a great numnber of Americans with College degrees.
On Feb 02 12:33 PM ben.h wrote:
> The Bank of America has to revamp its organization pretty much. Fire
> it executive management team and send lots of foreign workers back
> home.
>
> The Bank of America has hired a number foreign workers as human resource
> specialist. However, this kind of position is not skill-intensive
> work. Every American worker with college degree could handle as well
> as those foreign workers, even better.
>
> Bank of America paid above 70K to hire a foreigner as Compensation
> Analyst (HR entry-level position), but all she/he has to do is following
> Consultants' orders. It is not rocket scientist. The only reason
> Bank of America hired foreign workers is because BofA is able to
> well control them by H1-B visa program. In addition, the H1-B visa
> is not supposed to be reserved Accounting, HR, and Sales positions.
> We can easily find American replacement given economy. We do not
> find any necessity to keep foreign workers on those positions. <br/>
>
> When those banks have received 45 billion bailed-out money from taxpayers,
> they should spare seats of Human Resource Specialist , Accounting,
> and Sales for American workers instead.