Wells Fargo & Company Business Standards Report: Learning From
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Learning from the past, transforming for the future Business Standards Report Wells Fargo & Company A message to our stakeholders Wells Fargo is pleased to share this comprehensive Business Standards Report, which discusses our business practices and the many fundamental changes we have made — and continue to make — as we transform our company. While we have a long and proud history, in September 2016 we announced settlements with the Consumer Financial Protection Bureau (CFPB), the Office of the Comptroller of the Currency (OCC), and the Office of the Los Angeles City Attorney over unacceptable retail banking sales practices that harmed customers. We acknowledge and apologize for these and other mistakes and have taken significant actions to improve our culture, make things right for customers who were harmed, transform our organizational structure and business practices, increase transparency, and strengthen risk management and controls. A key part of our work has involved reviewing our businesses, functions, and practices; identifying the root causes of issues; making changes where needed; and — importantly — remediating customers for financial harm. We are putting the lessons we have learned into practice as we move forward. Wells Fargo’s top priority continues to be rebuilding trust with our team members, customers, community partners, shareholders, regulators, government officials, and other important stakeholders. We care deeply for all our stakeholders and are committed to building a better Wells Fargo for the future. Of course, as has been the case for many years, everything Wells Fargo does starts with our vision — which is to satisfy our customers’ financial needs and help them succeed financially. Our five values are enduring: what’s right for customers, people as a competitive advantage, ethics, diversity and inclusion, and leadership. In 2017, we introduced six aspirational goals for our future — to be the financial services leader in customer service and advice, team member engagement, innovation, risk management, corporate citizenship, and shareholder value. We have established specific behavioral expectations, which are consistent with our values, that guide team members in going about their work — and we evaluate team members on how well their performance matches what we expect. All of the actions described in this report are grounded in the recognition that our company has a responsibility to operate our business in an ethical and responsible manner. Wells Fargo is a strong company with a history dating back to 1852, and we have overcome many challenges during that time. Today we are proud to build on that solid foundation, having learned from our mistakes and made fundamental changes as we continue our work. We have exceptional businesses and leaders supported by talented, dedicated team members. In short, we are a better company today, and we will be an even better company in the future. Elizabeth A. Duke Timothy J. Sloan Chair, Board of Directors CEO and President Dec. 31, 2018 1 Wells Fargo Business Standards Report HOW WELLS FARGO MAKES A DIFFERENCE Wells Fargo understands the impact we have — and the important role we play — in the success of our customers, our communities, and our own team members. Here is a brief snapshot of our presence and some of the ways we make a difference. Customers Bank branches Serve as Provide corporate Serve in more primary bank banking services states, and Largest Largest home to nearly for 1 in 3 loan originator 11%* U.S. 2x lender of U.S. 3 out consumer as many to small to minority middle households. markets, businesses.(2) (3) market of 4 borrowers. Fortune 500 as our peers.(1) customers.(4) companies.(5) *More than any other bank. Communities Largest U.S. Team Spent Power Largest Second workplace members One of the volunteered $1.27 100% corporate largest employee of our largest more than cash donor corporate giving billion global corporate among U.S. cash donor campaign 2 with electricity income diverse financial among U.S. for 9th million needs with taxpayers (6) suppliers. institutions. companies.(6) consecutive renewable in the U.S. .(7) hours. (2017) energy. year (2017) **2017 Team members Invest Human Rights Employ approximately Health care Campaign approximately 44% 57% benefits Corporate of U.S. of $13,000 cover Equality Index: in per team 1 workforce is U.S. approximately Perfect score ethnically/ workforce member 600 annually working racially is female. 500,000 (100%) in benefits for 15 Americans. diverse. individuals. program. consecutive years. Data as of Dec. 31, 2018, unless otherwise noted. Sources: Wells Fargo Today Quarterly Fact Sheet, 2017 Corporate Social Responsibility Report Data as of Dec. 31, 2018, unless otherwise noted. (1) U.S. markets defined as the largest Core Based Statistical Areas (CBSAs) by population. Metropolitan and Metropolitan statistical areas (metro and micro areas) are geographic entities delineated by the Office of Management and Budget (OMB). Major Metro internally defined as Metropolitan markets with more than 1 million population. Rural internally defined as counties within unassigned CBSAs. Counts as of 06/30/2017. (2) Community Reinvestment Act government data, U.S. in dollars, loans under $1 million 2017. (3) Home Mortgage Disclosure Act data, 2017. (4) Barlow Research Middle Market Data (4Q2016 3Q2018). Barlow Research determines primary bank market share by asking survey respondents the name of their primary bank. (5) Wells Fargo internal analysis, 12 months from March 2017 – February 2018. (6) The Chronicle of Philanthropy (2017 data). (7) United Way Worldwide (based on 2017 donations). 2 Wells Fargo Business Standards Report Table of contents Message from Betsy Duke and Tim Sloan 1 Executive Summary 4 I. Introduction 6 II. Identifying issues and addressing root causes 7 III. Our culture 13 IV. Our goals 31 V. Leadership and corporate governance 48 VI. Commitment to customers 54 VII. Risk management and controls 82 VIII. Our relationships with investors, communities, and other stakeholders 92 IX. Our focus on continuous improvement 98 Measuring our progress 99 Appendix 100 Index 100 Resources 102 IN THIS REPORT Wells Fargo’s Business Standards Report discusses our business practices and changes we’ve made to rebuild trust and transform our company. The report is divided into nine chapters that represent key focuses for our company. We also include specific examples of our business practices in the form of 21 case studies. These case studies represent: • New business practices added during the past two years, labeled “Taking action on what we learned.” • Existing business practices we are continuing to enhance, labeled “Building a better company.” We understand that our work is not done, and you can continue to track our progress and obtain other information through our public filings and other disclosures and the many resources linked throughout this document. A listing of key Wells Fargo resources can be found on page 102. 3 Wells Fargo Business Standards Report EXECUTIVE SUMMARY Please find below a summary of key highlights of the Business Standards Report. • Wells Fargo has a long history of serving customers through trusted relationships and products and services that help customers succeed financially. We clearly broke that trust through unacceptable sales practices in our Community Bank and issues in other businesses. Our actions resulted in customer harm and caused significant damage to our reputation. We are sorry and are working hard to make things right. • Through an independent investigation led by our Board, as well as third-party and other reviews conducted by the company, we identified root causes that contributed to retail banking sales practices issues and other matters. • The causes included performance management and incentive programs and a high-pressure sales culture in the Community Bank that drove behaviors that were both inappropriate and inconsistent with our values; a decentralized business model that granted too much authority and autonomy to the Community Bank’s senior management, de-emphasized corporate oversight, and encouraged deference to individual businesses; and certain control functions that often adopted a narrow “transactional” approach to issues as they arose. • We’ve worked hard over the past two years to address the root causes of our mistakes, make things right for team members and customers, and lay the foundation for a better company. We understand that we have more work to do, and we’re fully committed to rebuilding trust with all of our stakeholders. Addressing root causes • We eliminated product sales goals for retail bankers in our bank branches and call centers and changed their incentive, performance management, and recognition programs to focus on the customer experience and team (rather than individual) incentives, and the programs are governed by stronger oversight and controls. • We centralized many control functions such as Corporate Risk, Human Resources, Finance, Technology, and Data to provide greater corporate oversight and consistency. • We strengthened our overall focus on risk management, especially compliance and operational risk, through a more defined risk management organizational structure and framework, additional resources, and greater clarity on roles and responsibilities across our three lines of defense. • Our Board of Directors has taken significant steps to strengthen and enhance its governance oversight and practices. These include changing