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Remarks at The SEC Speaks in 2012

Commissioner Elisse B. Walter

Ronald Reagan Building and International Trade Center, Washington, D.C.

Feb. 24, 2012


Thank you, Meredith, for your warm and very generous introduction. It is a real pleasure to be here today and to be introduced by you.

A few moments ago, I had the pleasure of seeing some very dear former colleagues, and I look forward to reconnecting with more of you throughout the conference. This evening before dinner, I’m certain that we will all renew our acquaintances with many dozens of our old friends.

This is my fourth appearance as a Commissioner at SEC Speaks, and as many of you know, my official term ends this coming June.

It’s always hard to decide how to spend the few minutes I have with you on this occasion. Today, with the end of my term drawing near, I would like to take a moment to say how proud and honored I am to serve as a member of the current Securities and Exchange Commission. My remarks will be somewhat nostalgic, but please do not view these as farewell remarks; I do not plan to run out the door early in June, so be prepared to deal with me for a while longer.

The three-and-a-half years of my tenure have presented unprecedented challenges for the Commission and the staff, given the financial crisis and ensuing legislation. We have faced criticism that is unprecedented, based on my prior 17-year tenure as a staffer, as well as my close observation during the 14 years in between my two tours of duty before I returned to the agency. I recognize, of course, that the agency has not been without flaws, even some significant ones, which I need not repeat here.

What does bear repeating, especially here at SEC Speaks, is that primarily through the exceptional work of the SEC’s staff, the Commission can and does accomplish a great deal for our nation’s investors.

In 2011, we filed more cases than ever previously filed by the Enforcement Division in a single year. More significantly to me, over 2010 and 2011, we distributed $3.6 billion back to harmed investors. We continued our enormous, in fact staggering, job of Dodd-Frank rulemaking - by proposing or adopting over 3/4ths of the rules required under that legislation and finalizing 12 of the 20 required studies or reports.

And, as the daughter of an accountant, as well as one who believes that you should practice what you preach, I am quite pleased to report to you that we had no material weaknesses in our internal controls over financial reporting.

These achievements – both internal and external – are a testament to the talented and committed women and men who carry out our mission with expertise, courage, and selflessness.

No matter how great the challenge, and often in the face of tremendous resource constraints and sometimes highly undeserved scorn, the SEC’s staff continue, day in and day out, in the fight to protect our nation’s investors and to ensure the strength and integrity of our capital markets.

By comparison, my job as an SEC Commissioner is relatively easy. We Commissioners really do have a short job description; simply put, we vote on the staff’s recommendations.

Yet, it is this seemingly simple job that was my career goal for 2-1/2 decades. Of course, as most of you well know, the reality is far more complex than the act of voting you see at our open meetings. For those of you who don’t know, please give me a call, and I’ll be happy to explain at great length.

The last 3-1/2 years have been a bit like being in the midst of a tsunami (or, as Meredith Cross once said, a sprinting marathon); yet, despite some very difficult days, I have never regretted accepting the nomination to serve as a member of Commission. As I stated during my swearing-in ceremony four years ago, I firmly believe that there is an awesome responsibility entrusted to me as an SEC Commissioner.

Reflecting on my time as a Commissioner, I would like to share with you just a few thoughts on some of the more day-to-day, practical aspects of my job, what being in this position means to me, and then invite you to think about the future of this agency that has brought us all here together today.

Before I do, though, please let me remind you that my remarks represent my own views, and not those of the Commission, my fellow Commissioners, or members of the staff.

Being a Commissioner

First, some practical aspects of my job.

Within the SEC, only the Chairman holds the power to run the agency’s operations. And, the SEC’s staff, with a few exceptions (including our Inspector General), reports only to the Chairman, not to the Commission itself or any individual Commissioner.

As I briefly mentioned a moment ago, the core of an individual Commissioner’s job is to vote on SEC staff recommendations.

To assist with this and other aspects of the job, each Commissioner is permitted a small staff – four counsel and one confidential assistant. I am extremely grateful to my staff for all their hard work, sound advice and dedication throughout my tenure. We are, indeed, small in number compared to the over 3,800 individuals who serve the Commission around the country. But, there is a reason for that. While I have personal counsel, and they provide me with their great expertise and sound guidance on the matters I consider, it is the staff of the Commission’s Divisions and Offices who provide the primary expertise that underlies Commission decisions and who carry out virtually all of the agency’s operations.

The interactions between the Commissioners are dictated in large part by the Government in the Sunshine Act, which generally permits only a certain number of us to meet together outside of the public context to discuss issues relating to Commission business. Where we cannot meet as a subset of the Commission, we use our personal counsel to meet and communicate on our behalf. And, often the SEC staff serve in a shuttle diplomacy role, in addition to their day jobs.

Although the statutory directive that effectively prohibits much collegial discussion and sometimes stymies consensus-building among SEC Commissioners was grounded in a well-intentioned desire for transparency, I have found this system unduly burdensome and, on many occasions, ineffective. No amount of shuttle diplomacy can replace the value of true, human-to-human interaction and the wisdom people gain from talking through issues face-to-face.

I’ll save you all my more detailed comments on the Sunshine Act for perhaps another day, but I do think it’s important for us to begin to think about whether any changes would serve to help us more effectively carry out our duties as public servants while continuing to provide the public with the fullest practicable information regarding the Federal Government’s decision-making processes.

Now, to the heart of what it means to me to be a Commissioner.

What was that awesome responsibility I was talking about from my swearing-in ceremony four years ago? To me, the two things I had in mind then--and still do today--were to help maintain the SEC’s rich tradition of dedicated service in the public interest and to ensure the vitality of the agency as the nation’s investor advocate.


Let me start with tradition.

Since 1934, there have been 92 SEC Commissioners. I proudly serve as Commissioner 89.

In my two tours of duty at the Commission, I have worked with 7 Chairmen (including the SEC’s first and only Chairwoman) and 30 SEC Commissioners. Although each has written his or her own, individual chapter in the SEC’s history book, let me share with you some thoughts on just a few of the Commissioners who instilled in me a particularly deep appreciation for the agency and its critical mission. My apologies, of course, to the many worthy others; time simply does not permit mentioning all of you.

Irv Pollack stands out in my mind for his personal and professional integrity. Those of you who know me well will recall that I have often said that I want to be Irv Pollack when I grow up (and, as young and as healthy as I feel these days, I can still say this today). After he served as the first Director of Enforcement, Irv was a Commissioner until he retired from the Commission in June 1980. Irv’s dedication to the agency and its mission, and his fairness in performing his official responsibilities, mark his outstanding achievements during his 34-year Commission career.

Phil Loomis was the Commissioner who could dictate perfect prose without missing a single comma. He had a well-known ability to reconcile opposing viewpoints and create workable solutions to extremely difficult legal and policy issues. And, like Irv, his personal and professional integrity was of the highest caliber.

Roberta Karmel, our very first woman SEC Commissioner, blazed the trail for every woman who followed her. In fact, I can attest to the fact that she knew the name of every woman who worked at the agency and their children’s names, too. Then, as she continues to do so today, Roberta always looks out for the next generation of public servants.

John Shad never surrounded himself with people who simply agreed with him. In fact, he generally didn’t rest until he found at least one voice of opposition among his closest advisors. His leadership, values, and decision-making ability were always guided by his deep sense of ethical responsibility not only to the nation’s investors but to our nation’s investors’ children, as well.

Aulana Peters – well, to borrow a quote from Jerry Maguire – she had me at hello. Aulana was the first African American to serve as an SEC Commissioner, only the third woman to serve after Roberta, and as I seem to recall, the thorn in John Shad’s side. At our agency’s African American History Month celebration held yesterday, we honored Aulana for her contributions to the agency. I was particularly moved by a portion of her remarks focusing on the importance of resilience. Her words yesterday moved me again, just as they did when she walked in the door back in 1984, wearing blue jeans and asking for Chinese takeout.

I also have many, many wonderful things to say about both David Ruder and Harvey Pitt, but, sitting in my current seat, what I most appreciate is how they serve today as the Commission’s ambassadors, in effect its outstanding ex-Presidents. They are always there to stand up for the institution because they truly understand its value to our capital markets.

And, of course, last but not least, Mary Schapiro – her deep respect for investors has greatly served our agency and the nation’s investors in her double tour of duty as Commissioner and now as our current Chairman. She has a phenomenal ability to see the big picture while also mastering the details. She always does her homework and reaches out to understand the impact of every policy decision she makes. Under Mary’s leadership, the agency is thriving and pursuing its mission with the vigor and effectiveness – just as our nation’s investors deserve.

During some of the most turbulent moments in the history of our nation’s capital markets, these Commissioners and the many others I have not mentioned here today served our nation’s investors with distinction. Their efforts helped pave a rich tradition of investor advocacy that guides so many of us in here in this room today.

My predecessors have done an extraordinary job in carrying out the agency’s investor protection mission, and as a Commissioner, I view it as my duty to emulate their many achievements. And, I look to the traditions established by so many who have served before me. I will never be able to dictate (or even type) perfect prose like Phil Loomis. And, unlike Roberta Karmel, I definitely forget some names. Yet, it is my greatest hope that my actions as a Commissioner reflect some of the uprightness, integrity and dedication that they and many others have brought to the Commission’s table.

The Future

With the SEC’s rich history in mind, let me turn for a moment to what I hope the future will hold.

Each Commissioner is given the opportunity to exercise his or her own voice with respect to our policies, processes, rules and governing legislation. And, that voice may be used both within the agency and in the public domain. As some of you have heard me say, this is the first job I have ever had where I’m entitled to my own opinion.

How are we supposed to use that voice? It is a powerful tool that we must use responsibly and with a great deal of due care for the agency itself.

First and foremost, we need to remember that the right to speak out should always be informed by listening to others. I have spent much more time than I anticipated meeting with many outside parties with a wide range of views, and it has proven invaluable to me in informing my own views, testing their validity and understanding the consequences of my positions.

Of course, it goes without saying that Commissioners should speak forthrightly and honestly about their views. But, I believe that I should use the bully pulpit that goes with the title of “Honorable” to do more than that. I believe that I should use my voice to advance the agency’s mission, furthering the protection of the nation’s current investors and the generations of investors that follow.

For me, it is critical to put the agency first and my personal views second.

What does that mean to me? It means, among other things, considering carefully when to compromise and when to hold fast; when to speak and when to hold my tongue; and when to dissent. It means taking the long view of each issue, looking down the road to see the logical extension and implications of my views, and where the policies adopted by the Commission will take us. It means working to complete the tasks that Congress and the President assign to us through legislation, regardless of our personal feelings about those tasks. It means speaking and taking action to uphold the agency’s strength, so that investors can justifiably look to the Commission to uphold their interests.

I believe that the effectiveness of the SEC as an agency has been impacted over the years by many factors – some that we have been able to overcome and others that we will continue to struggle with. Undoubtedly, that will continue to be true in the years to come. But, the Commission remains the only agency in the United States charged with the mission of protecting the nation’s investors; we carry out this mission in many ways, including by mandating disclosure, maintaining fair and orderly markets, recovering ill-gotten gains, seeking monetary penalties, barring people from serving as officers and directors of publicly-held companies and barring professionals from working in regulated industries.

I firmly believe that ensuring the vitality and strength of the agency for future investors is firmly within the responsibility of each individual SEC Commissioner. Being a Commissioner provides a platform that each of us should use responsibly and with care for the agency itself.


The American poet Ralph Waldo Emerson once wrote, “[b]e an opener of doors for such as come after thee.” I take that both literally and figuratively.

Each morning when I arrive at my office, I open my office door and make sure it stays open until I leave each night.

I try to make myself available to listen to the viewpoints of those inside and outside the agency, and to work together to build on the SEC’s rich tradition of investor protection.

I do this because I believe that it is my responsibility as a Commissioner and my duty as a public servant.

And, to those of you who came before me and those of you who will come through the SEC’s doors after I leave, I want you to know that this Commissioner is counting on you to always remember that Americans rightly expect and deserve nothing short of excellence from their securities regulator.

I have been honored to serve in the agency’s efforts to meet those expectations and look forward to watching the agency exceed those expectations in many years to come.

Thank you again for having me here today – and thank you for your attention.

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