By Joshua Franklin
ZURICH (Reuters) - The lawmaker who instigated a shareholder veto over excessive management pay in Switzerland has urged investors to use this power to block 78 million Swiss francs ($78 million) in bonuses for Credit Suisse's (S:CSGN) top executives.
The comments from Thomas Minder add to pressure on Switzerland's second-biggest bank to rethink the bonuses after several advisory groups told shareholders to oppose part or all of the payments when they vote this month.
"If corporate governance is correct and the company has worked well and has a good annual result, then yes, some of (the profits) should be distributed," Minder said in a telephone interview.
"But if it worked badly, like Credit Suisse , then, dear me, nothing can be allowed to be paid out."
Chief Executive Tidjane Thiam is set to receive almost 12 million francs, making him one of Europe's highest-paid bankers despite a multibillion-dollar loss last year.
If shareholders reject the plan, it would be the first use of the Swiss veto at a leading company.
Minder, an independent member of the Swiss parliament, led a 2013 referendum that resulted in the implementation of binding shareholder votes on executive pay in the wake of massive bonuses at UBS (S:UBSG) that preceded a government bailout.
Four years on, Minder said Credit Suisse's proposal for hefty payouts to Thiam and his fellow senior managers smack of the same disconnect between performance and pay that spawned his referendum.
"If there's no money in the coffers then there are no bonuses for top management or employees," he said. "That is a mortal sin."
ON TARGET
A Credit Suisse spokeswoman said the bonuses were based on performance targets agreed by shareholders. She also pointed to management's cost-cutting efforts and the strong performance of its core private banking business.
Nevertheless, Credit Suisse faces growing opposition to the proposed bonuses, with investor advisers Institutional Shareholder Services (ISS), Ethos and Glass Lewis opposing part or all of the payments.
ISS also recommended investors vote against the compensation recommended for Credit Suisse's board of directors, led by Chairman Urs Rohner, whom Ethos said should be replaced.
ISS, which advises more than 1,700 of the world's biggest investors, is highly influential and its recommendations are widely followed when shareholders cast their votes.
The vote will take place at Credit Suisse's annual meeting in Zurich on April 28 with the support of a majority of shareholders sufficient for the pay packages to pass, the bank said.
The opposition risks straining investor patience with Credit Suisse at a time when the bank is considering asking them for money to shore up finances that were hit by a $5.3 billion settlement for selling toxic debt.
If shareholders vote down the bonuses, the board of directors can submit a new proposal, according to Credit Suisse's articles of association.
Credit Suisse has locked up some key support. Harris Associates, one of its biggest shareholders with a 4.96 percent stake, according to Thomson Reuters data, plans to vote in favor of all the AGM proposals, Swiss newspaper NZZ am Sonntag has reported.
The bank has argued that cutting compensation now would punish current management for mistakes made by their predecessors.
Since taking over as CEO in mid-2015, Thiam has shifted the bank's focus towards wealth management while shrinking Credit Suisse's investment bank.
The costly restructuring and the heavy penalties for selling toxic mortgage debt in the run-up to the financial crisis meant the bank posted a 2.7 billion franc loss for 2016, its second straight year in the red.
($1 = 1.0016 Swiss francs)