A politically divided Securities and Exchange Commission was poised to approve a program of rewards for whistleblowers Wednesday over the objections of the two Republican commissioners, sources close to the process said.
In what would be a defeat for business groups that have expressed alarm about the rewards, the rules drafted by the SEC staff for consideration by the five commissioners do not require that whistleblowers report their allegations to the companies they accuse of wrongdoing.
But the proposal does give whistleblowers a financial incentive to report alleged wrongdoing to their own companies in addition to the SEC. For example, whistleblowers could qualify for larger rewards if they also alert the company, but rewards could be reduced if they interfere with companies’ internal compliance programs.
In the Wednesday vote, the SEC is set to lay out final rules to enlist corporate insiders and other informants in the effort to stamp out financial fraud. As part of the Wall Street regulatory overhaul enacted last year in response to the financial crisis, Congress and President Obama declared that whistleblowers are entitled to rewards of 10 percent to 30 percent of the money they help the SEC collect through enforcement actions.
“Today’s rules are intended to break the silence of those who see a wrong,” SEC Chairman Mary Schapiro said in a prepared statement. “For an agency with limited resources like the SEC, I believe it is critical to be able to leverage the resources of people who may have first-hand information about potential violations.
“And, it is especially important to investors whose savings or retirement funds may hinge on our ability to stop an ongoing fraud or obtain hidden evidence,” Schapiro said.
Whistleblowers have long been able to collect rewards for exposing fraud against the government. The new program would formalize the process at the SEC, which polices Wall Street and the financial disclosures of companies traded on the stock markets. In SEC enforcement cases, the victims are typically investors.
Under prior law, the SEC was not required to pay bounties. The agency rarely issued rewards, which could be issued only in insider trading cases. Also, the rewards could not exceed 10 percent of the penalties the SEC collected in an enforcement action.
Advocates of the new incentives say they could be a game-changer in the policing and deterrence of corporate fraud. Executives who consider cooking the books, for example, would wonder whether their employees would alert the SEC — to get the reward money, if not merely to do the right thing.
Whistleblower advocates say tipsters often suffer retaliation that can destroy their careers and that strong financial incentives could encourage them to risk coming forward.
Reducing rewards to those whistleblowers who go straight to the SEC without notifying their employer would discourage people from coming forward, said Lynn E. Turner, who has been a corporate board member and chief accountant at the SEC.
“If the SEC pushes people to first report to the company, I think it will result in fewer complaints to the SEC and more complaints going to WikiLeaks,” Turner said.
Business groups have argued that the incentives could expose corporations to a flood of allegations, including unfounded ones. The groups say employees should first report internally, giving the companies a chance to address the problems instead of bypassing the firms’ systems for fielding tips and ensuring that they are complying with the law.
House Republicans, who hold power over the SEC’s budget, have supported the business groups’ position.
The U.S. Chamber of Commerce, a leading critic of the rewards proposal, does not expect the SEC to require whistleblowers to report their allegations to the company as a condition of receiving a reward, said Thomas P. Quaadman. As a result, problems will be allowed to fester, he said.
“This is another confusing and burdensome rule that will negatively impact the atmosphere to operate as a public company in the United States,” Quaadman said.
Under the proposal, some categories of people would be barred from collecting rewards. They include companies’ internal audit personnel and officers and directors alerted to alleged wrongdoing through internal compliance channels, such as company hotlines.
But even compliance workers and internal auditors could be rewarded for alerting the SEC if they believe the company “is engaging in conduct that will impede an investigation” or if 120 days have elapsed since they reported the information up the company’s chain of command or through its internal compliance channel, according to the proposal.
Along with Schapiro, an independent appointed by Obama, the SEC has two Democratic and two Republican members.
Whistleblower rewards have stirred one of the most intense debates that regulators have confronted as they write rules to implement the Dodd-Frank law enacted last year in response to the financial crisis.