Is It Time For Wells Fargo To Separate Its Consumer Banking

Is it time for Wells Fargo to separate its consumer banking

On September 13, 2021, Senator Elizabeth Warren sent a letter to Federal Reserve Chair Jerome Powell expressing concern over Wells Fargo's ongoing ethical violations and consumer abuses. Warren highlighted that under Janet Yellen's leadership, the Fed had placed Wells Fargo under an asset cap in 2018 due to widespread consumer abuses and compliance failures. Despite efforts to reform, new revelations have surfaced indicating the bank's continued unethical conduct, posing substantial risks to consumers and the financial system. Warren urged the Fed to revoke Wells Fargo's status as a financial holding company, which would necessitate splitting its consumer banking operations from its other financial activities. Wells Fargo, with $1.9 trillion in assets, serves one in three U.S. households and 10% of small businesses. In response, Wells Fargo pointed to recent reforms under CEO Charles Scharf, including restructuring its business groups, creating oversight functions, and implementing new risk assessment and incentive plans. Nonetheless, the Fed maintains that these measures are insufficient to address the entrenched issues within Wells Fargo's corporate culture and governance structures.

The core question arises: Is it time for Wells Fargo to separate its consumer banking business from its other enterprises? To analyze this, understanding the principal-agent problem is essential. The principal-agent problem occurs when the interests of the company's management (agents) diverge from those of the shareholders or the public (principals). In the context of Wells Fargo, management might prioritize short-term profits, bonuses, or growth targets over ethical practices and consumer trust, especially when a corporate culture incentivizes such behavior. Corporate governance seeks to mitigate this problem by establishing oversight, accountability, and decision-making frameworks that align management's actions with stakeholders' interests. Effective governance policies—like independent boards, transparent reporting, and strict compliance protocols—are critical for fostering ethical conduct.

Corporate culture, however, differs from governance in that it encompasses the shared values, beliefs, and norms that influence employee behavior and organizational identity beyond formal rules. A strong ethical culture promotes responsible decision-making organically, but when this culture is compromised, even robust governance mechanisms may falter. In Wells Fargo's case, a culture that rewarded aggressive cross-selling and sales targets contributed significantly to misconduct. Therefore, aligning corporate culture with governance is vital. Incentive systems can play a pivotal role in this alignment by tying compensation and career advancement to ethical behavior and long-term performance rather than solely short-term sales metrics.

Considering the examples of other conglomerates like Johnson & Johnson and General Electric, where splitting into smaller units aims to enhance focus and accountability, a similar approach might benefit Wells Fargo. Separating its consumer banking segment from the complex, diversified investment operations could create clearer oversight, reduce conflicts of interest, and promote a culture oriented towards consumer protection. Such structural reforms should be complemented by governance reforms that reinforce ethical standards, transparency, and stakeholder engagement. Ultimately, the decision hinges on whether structural separation can effectively address the deep-rooted cultural and governance issues within Wells Fargo, and whether it can restore consumer trust and systemic stability.

Conclusion

In conclusion, given the persistent ethical lapses and regulatory concerns, dividing Wells Fargo's consumer banking from its other financial activities appears to be a prudent step. Structural separation could help mitigate principal-agent problems by clarifying responsibilities, increasing oversight, and fostering a culture that prioritizes consumer protection over aggressive sales. This approach aligns with broader industry trends towards decentralization for better focus and accountability. However, actual success depends on comprehensive governance reforms that embed ethical standards into corporate culture, incentivize responsible behavior, and ensure transparency. Restoring trust in Wells Fargo will require a concerted effort to realign incentives and embed ethical values into day-to-day operations, beyond mere structural changes.

References

• Bebchuk, L. A., & Fried, J. M. (2004). Pay without performance: The unfulfilled promise of executive compensation. Harvard University Press.
• Fama, E. F., & Jensen, M. C. (1983). Separation of ownership and control. Journal of Law and Economics, 26(2), 301-325.
• Healy, P. M., & Palepu, K. G. (2001). Information asymmetry, corporate disclosure, and the capital markets: A review of the empirical disclosure literature. Journal of Accounting and Economics, 31(1-3), 405-440.
• Jensen, M. C. (1986). Agency costs of free cash flow, corporate finance, and takeovers. American Economic Review, 76(2), 323-329.
• Larcker, D. F., & Tayan, B. (2011). Corporate governance matters: A Closer look at organizational choices and their consequences. Stanford Business Books.
• Mitchell, O., & Mulherin, J. (1994). The impact of corporate governance on bank performance. Journal of Banking & Finance, 18(3), 45-69.
• Shleifer, A., & Vishny, R. W. (1997). A survey of corporate governance. Journal of Finance, 52(2), 737-783.
• Stulz, R. M. (1990). Managerial discretion and optimal financing policies. Journal of Financial Economics, 26(1), 3-27.
• Weisbach, D. (1988). Outside directors and CEO selection. Journal of Financial Economics, 20, 263-290.
• Yermack, D. (2004). Flight to quality and the next airline merger wave. Journal of Finance, 59(1), 311-340.