COMPANY OVERVIEW

Updated 11.12.2009

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Detailed Scorecard

 

 

Summary: Board Effectiveness at Capital One can be improved. A few concerns within the Internal Control Envrionment also need to be addressed.

 

The CEO Chairman positions are the same and some directors sit on multiple public company boards.

 

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Is the Board equipped to provide effective and Independent oversight?

  1. Some directors are directors of 4 or more public companies including Capital One.We believe that being an executive officer and director of one company is a full time job and taking on additional directorships can be a difficult commitment to fulfill.

  2. The CEO is also the chairman of the company.The absence of such dual positions can magnify concentration of power.This also may also reduce Board Effectiveness.

  3. Board members at Capital One bring a rich and varied experience but it may not be enough for serving on the Board Audit Committees of such a large financial organization. For this reason we have flagged those Board members that sit on the Board Audit Committee but who lack the prior or current experience of holding a CEO position(of a public company) or who lack related financial industry experience. Please refer to our tab on Internal Control Environment.

 

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Detailed Scorecard

SCORECARD & FACTSHEET

Board Size: 10

Board of Directors Compensation ($): Cash- $70,000

Restricted Stock Units- annual award of $170,000 in restricted stock units (“RSUs”) of Capital One common stock, granted on April 24, 2008.

Total CO2 emissions (metric tons): 2008-not known; 2007- not known

Amount received in Government Bailout($): $3,555,199,000

Amount received in Government Bailout repaid($): Yes

Total CEO compensation for 2008($): $9,822,702*

Chief Risk Officer: Peter A. Schnall

Tenure of Chief Risk Officer in this position: Mr. Schnall has served as Chief Risk Officer since June 2006.

Changes in Chief Risk Officer over the past 2 years**: None.

*Out of this $9,754,358 represents the expense taken in 2008 for equity awards granted in 2004 and 2005.

** Why do we look at ‘Changes in Chief Risk Officer’? Companies, where we observe quick changes to senior risk positions (in case of companies in the finance industry) are high on our ‘watch’ list.