On March 1, we filed our annual Form 10-K with the Securities and Exchange Commission, providing information on new and existing reviews and efforts under way to find and fix problems and rebuild trust.
In a companywide message, CEO Tim Sloan said, “When we discover a problem, we are moving to find the root cause and fix it — so we can be confident we are doing all we can to build a better, stronger Wells Fargo.”
On March 1, we announced that John S. Chen, Lloyd H. Dean, and Enrique Hernandez, Jr., currently the board’s longest serving directors, and Federico F. Peña, who was scheduled to retire from the board in 2019, have decided to retire at the company’s 2018 Annual Meeting of Shareholders. As a result of these retirements, which are part of the board’s regular succession planning practices, the board will nominate 12 of its current directors for election at the company’s Annual Meeting of Shareholders, scheduled to be held on April 24, 2018.
On Feb. 2, we announced our commitment to satisfy the requirements of a new consent order we agreed to with the Federal Reserve. We will provide plans to the Federal Reserve within 60 days that detail what already has been done, and is planned, to further enhance our board’s governance oversight, and our compliance and operational risk management.
On Nov. 29, we announced a newly formed Commitment to Customer Center of Excellence, which centralizes customer remediation efforts for consumer businesses effective Dec. 1. Headed by Joe Rice, the new group will cover the company’s Community Banking, Consumer Lending, and Payments, Virtual Solutions & Innovation businesses.
On Nov. 29, the Board of Directors announced it elected three new independent directors as part of its succession planning and refreshment process. With this announcement, the board has named six new directors in 2017 and a total of eight new independent directors since 2015.
On Oct. 3, CEO Tim Sloan updated the U.S. Senate Committee on Banking, Housing and Urban Affairs on changes he has initiated and overseen since becoming CEO last fall. Sloan once again apologized to customers and team members who were affected by improper sales practices and pledged to continue the transformative changes made across the company over the last year.
Read the written testimony >>
On Aug. 31, we announced the completion of an expanded third-party review of retail banking accounts dating back to the beginning of 2009. Combined with a class-action settlement (Jabbari v. Wells Fargo et. al.) and ongoing broad customer outreach and complaint resolution, the completed analysis further paves the way for making things right for customers who may have been harmed by unacceptable retail sales practices.
On Aug. 15, we announced several changes to our Board of Directors, including naming Elizabeth A. “Betsy” Duke to succeed Stephen W. Sanger as independent Chair, effective Jan. 1, 2018.
Additional actions include the retirement of three long-serving directors (including Sanger) at year-end 2017, and adding a new independent director and changing the composition of Board committees, both effective Sept. 1, 2017.
The Board also expects to elect up to three additional independent directors before the 2018 annual meeting while maintaining an appropriate balance of experience and perspectives on the board.
On July 27, we announced steps we are taking to make things right for auto loan customers who may have been financially harmed due to issues related to auto Collateral Protection Insurance (CPI) policies.
In July 2016 we initiated a review of the CPI program in response to customer concerns and determined that certain external vendor processes and internal controls were inadequate. More important, we discovered that those deficiencies inadvertently harmed some of our customers. We discontinued the program in September 2016 and immediately started work, with the help of independent consultants, to ensure that our remediation plan addresses customer situations in a thoughtful way.
On July 8, the U.S. District Court of Northern California issued a court order granting preliminary approval of the class-action agreement for the improper retail sales practices lawsuit that was announced in March and expanded in April. (Jabbari v. Wells Fargo, N.A., et al.).
On June 8, we announced the consolidation of the Community Banking Regional President (RP) and Area President (AP) roles into a single position to help reduce levels of management and tighten controls in the Community Bank.
The news followed a robust May 24 announcement of new leaders and other organizational changes in the Community Bank—all part of the ongoing effort to put customers first, provide expert training to team members, and strengthen oversight of risk.
On April 21, we expanded our class-action settlement for retail sales practices, adding $32 million to the previous agreement and including any customer impacted since May 2002. This brings the total settlement amount to $142 million.
Read the news release>>
In a companywide video message on April 10, CEO Tim Sloan acknowledged the Board of Directors’ report as “thorough, candid, and tough,” and said it “offers lessons that will influence how we continue to build a better Wells Fargo for all of our stakeholders, including you, our team members.” Read the news release >>
On April 10, our Board of Directors released findings of its independent investigation of retail banking sales practices and related matters, which included additional compensation actions. Total compensation actions now exceed $180 million after the Board mandated additional forfeitures and clawbacks from the former CEO and former head of the Community Bank. Read the news release >>
On March 28, we announced an agreement in principle to settle a class action lawsuit that will compensate customers who claim that Wells Fargo opened an account in their name without their consent, enrolled them in a product or service without their consent, or submitted an application for a product or service in their name without their consent.
On March 7, we created three new teams and streamlined the structure of our retail bank to help drive efforts to rebuild trust and emphasize customer experience in our branches.
To reinforce the accountability of senior management for the overall operational and reputational risk of Wells Fargo, the Board — after discussion with CEO Tim Sloan — eliminated 2016 bonuses. It also reduced the payout of 2014 performance shares that vested following 2016 by up to 50 percent for the eight senior leaders who were on the company’s Operating Committee prior to November 1, 2016.
As part of its continuing review of committee responsibilities and oversight of risks, our Board made changes to enhance the risk oversight responsibilities of various Board committees, including the Risk Committee.
On Feb. 21, we announced the termination for cause of four current or former senior managers in our Community Bank, based on the Board of Directors’ ongoing independent investigation. As a result, those senior managers forfeited their 2016 bonuses and outstanding equity awards. None of these senior managers will be paid any severance.
On Feb. 20, our Board announced the election of two new independent directors — Karen Peetz and Ron Sargent — who bring financial services, client services, regulatory, and customer retail and marketing experience, as well as experience in the management of a large workforce serving customers globally through a variety of channels.
We created the Office of Ethics, Oversight and Integrity to centralize the handling of our global ethics and integrity program, internal investigations, complaints oversight, and sales practices oversight.
By the end of 2016, we had reached out to approximately 40 million retail and 3 million small business customers through statement messaging, other mailings, and online communications, asking them to contact us with any concerns. We also refunded a total of $3.26 million to customers with accounts that we could not rule out as unauthorized. This includes the $2.6 million in refunds that were disclosed as part of the legal and regulatory settlements announced on Sept. 8, 2016.
Following engagement with our investors, the Board of Directors amended Wells Fargo’s by-laws on Nov. 29 to require that the chairman and any vice chairman of the Board be independent directors.
We launched a thorough review of and are making enhancements to our EthicsLine processes, with the support of a third-party expert.
We also expanded our “Raise Your Hand” initiative, encouraging team members to speak up when they see something unethical — or if they have an idea to help reduce risk.
On Nov. 10, CEO Tim Sloan announced “rebuilding trust” as a company priority in order to sharpen our focus on the task ahead, what our company and team members must accomplish together, and how best to serve our customers.
We began providing monthly updates on the impact of the sales practices matter on customer activity in our retail bank.
On Oct. 25, Tim Sloan hosted his first town hall as CEO and pledged to take the decisive actions required to rebuild trust.
Approximately 4,100 risk professionals who previously reported within various businesses were realigned to report into our central Corporate Risk Group to provide greater role clarity, increased coordination, and stronger oversight. An additional 1,100 risk professionals also will be realigned to report into Corporate Risk during 2017.
The move builds on ongoing efforts since 2015 to centralize human resources and other departments to improve oversight, accountability, and controls.
Senior leaders began a robust “Conversations Tour” internally to address concerns of team members in communities across the U.S. and to collect their thoughts on how to build a better Wells Fargo for the future.
On Oct. 10, we announced multiple changes to Wells Fargo’s Operating Committee — the company’s highest-ranking executives — including a new leader for Consumer Lending, a new leader for Wholesale Banking, and the formation of a new Payments, Virtual Solutions and Innovation Group.
On Oct. 1, we eliminated product sales goals for retail bank team members who serve customers in our bank branches and call centers.
In testimony with the U.S. House Financial Services Committee on Sept. 29, former CEO John Stumpf shared an update on our actions to address wrongful sales practices and announced we would accelerate the elimination of product sales goals in our retail bank from Jan. 1, 2017 to Oct. 1, 2016.
Pursuant to our sales practices settlements, we developed a program to offer mediation services at no charge to customers who believe we have not adequately resolved their complaints involving potentially unauthorized accounts.
Mary Mack, head of Community Banking, created a new Change Leader position to redefine the business model in branches and call centers to focus on the customer experience.
On Sept. 27, our Board announced that former CEO John Stumpf and the Board agreed that he would forfeit all of his unvested equity awards (valued at approximately $41 million) and would forgo his salary while the Board’s investigation is pending.
The announcement also communicated that Carrie Tolstedt, former head of the Community Bank, had left the company; the Board determined that she would forfeit all of her unvested equity awards (valued at approximately $19 million). Tolstedt agreed not to exercise any of her fully vested stock options while the Board’s investigation is pending.
In addition, the Board determined that Stumpf and Tolstedt would not receive 2016 bonuses.
On Sept. 27, the Independent Directors of the Board launched a comprehensive, independent investigation into Wells Fargo’s retail banking sales practices and related matters.
On Sept. 20, in a hearing with the U.S. Senate Banking Committee, we announced we would voluntarily expand our reviews of retail and small business accounts to include 2009 and 2010, in addition to account reviews for 2011 to 2016 required under our consent orders. These reviews, as well as our ongoing data analysis, could lead to, among other things, an increase in the identified number of potentially impacted customer accounts.
On Sept. 13, we announced we would eliminate product sales goals in our retail bank beginning Jan. 1, 2017.
We created an online resource page (wellsfargo.com/commitment) and a dedicated hotline to answer questions and address concerns for customers.