Financial Times FT.com

Executive pay

Published: May 6 2009 09:20 | Last updated: May 6 2009 20:13

One legacy of the recession will be more meddling. Not just by a vastly expanded government and regulators embarrassed into furious activity, but from investors burning with desire to clamp down on rewards for failure. High protest votes against remuneration at Xstrata and BP in the UK have given others, including Shell, a taste of what to expect at their forthcoming annual meetings. Demand for greater boardroom accountability is increasing also in the US. Research from Risk Metrics, a consultancy, shows that pay is the hot topic this year, accounting for 22 per cent of proposals so far in 2009. Of these, advisory votes on executive compensation – so called “say on pay” – is the most popular issue mooted for a vote. Investors have in the past not been keen to take a view on pay when given the chance. But pay for performance votes have been creeping up the agenda and last year attracted average support of 36 per cent of votes cast, up from 25 per cent in 2006.

Measures to open up boards to the influence of shareholders attract an even greater level of endorsement. Votes to force the annual election of directors, or to end supermajority voting requirements, for example, typically attract two-thirds support. The trend is clearly towards more involvement: a change to the law in Delaware, where most S&P 500 companies are incorporated, means that from August it will become easier for shareholders to nominate and elect directors. But the same problems of dispersed ownership remain. The high cost of activism leaves it a minority pursuit, with the Children’s Investment Fund decision to sell its stake in CSX just the latest high profile retreat. And the overall number of shareholder proposals has actually fallen this year, as investors look to cut expenses. Having the ability to act is one thing. Choosing to do so before disaster strikes is another.

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