1 Fixing Bankers’ Pay in Europe: Governance, Regulation and Disclosure Guido Ferrarini 1 Maria Cristina Ungureanu 2 Proceedings of the “Symposium on Building the Financial System of the 21st Century. An Agenda for Europe and the US”; Unimanagement Torino, March 2009 Abstract Corporate governance variables such as board structure, ownership structure and compensation structure have different features at banks; this creates special compensation settings. After the reforms set around the 2004-2006 period, international policy makers are engaging in a new round of reforming the directors‟ pay system. The European Union provides a fertile ground for the discussion on directors‟ remuneration. Our insight into the particularities of the pay structure of banks‟ boards assist in gaining an understanding of the interaction between public regulation and corporate governance. We emphasise the role of disclosure as a remedy for solving the weaknesses in the design of pay contracts and governance structures. An analysis of the disclosure behaviour by Europe‟s largest banks is conducted using criteria based on the European Commission‟s Recommendations. Keywords: Directors‟ remuneration, European banks, disclosure, corporate governance, regulation 1. Professor of Law, University of Genoa; Director, Genoa Centre for Law and Finance; Vice-Chairman, European Corporate Governance Institute 2. PhD Econ. “Al.I.Cuza” University of Iasi, Romania; Researcher, University of Genoa; Fellow, Genoa Centre for Law and Finance