Read last week’s Pandit memo?
If you did, you just might have been curious to know the details of the new “approaches to executive compensation” that the US government has outlined “consistent with their objective as an investor in Citi”.
Well, they’ve arrived. Citi filed the relevant 8-K on New Year’s Eve. And if you look in the footnotes (4.8-4.12) you’ll find the restrictions you’re looking for.
There’s all the expected limits on executive compensation, golden parachutes, bonuses etc, but there’s also quite a broad clampdown on expenses at the company fullstop.
As the Guardian notes, “The US government has seized control of Citigroup’s staff Christmas party budget and set tight restrictions on the use of its corporate jet.”
Seriously. They have.
4.10 (e) Restrictions on Expenses. Until the date on which the Preferred Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares to third parties which are not Affiliates of the Investor, the Company shall continue to maintain and implement its comprehensive written policy (the “Expense Policy”, it being understood that the Expense Policy may be comprised of more than one written policy) on corporate expenses and distribute the Expense Policy to all Company employees. Until the date on which the Preferred Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares to third parties which are not Affiliates of the Investor, any material amendments to the Expense Policy shall require the prior written consent of the Investor, and any material deviations from the Expense Policy, whether in contravention thereof or pursuant to waivers provided for thereunder, shall promptly be reported to the Investor. The Expense Policy shall, at a minimum: (i) require compliance with all applicable law; (ii) apply to the Company and the Company Subsidiaries that constitute the Company’s consolidated subsidiaries; (iii) govern (A) the hosting, sponsorship or other payment for conferences and events, (B) the use of corporate aircraft, (C) travel accommodations and expenditures, (D) consulting arrangements with outside service providers, (E) any new lease or acquisition of real estate, (F) expenses relating to office or facility renovations or relocations and (G) expenses relating to entertainment or holiday parties; and (iv) provide for (x) internal reporting and oversight and (y) mechanisms for addressing non-compliance with the Expense Policy.
