Shareholders win right to vote on directors' pay

EXECUTIVE REMUNERATION

Shareholders win right to vote on directors' pay

The government has published plans to give shareholders a vote on directors' remuneration packages each year in a move designed to strengthen links between boardroom pay and performance.

New Department of Trade and Industry requirements

Under the long-awaited proposals announced by the DTI on 19 October 2001 quoted companies will be required to:

  • Publish a report on directors' remuneration as part of the company's annual reporting cycle.

  • Disclose within the report details of individual directors' remuneration packages, the role of the board's remuneration committee, and the board's remuneration policy as well as specific requirements relating to the disclosure of information on performance.

  • Put an annual resolution to shareholders on the remuneration report.

The vote would only be advisory and will not require shareholders to approve individual director's remuneration.

Patricia Hewitt, trade and industry minister said:

All too often directors are lavishly rewarded for lacklustre or even poor performances. We share the view of many shareholders that this is simply unacceptable and goes against the interests of the company, its shareholders, and the UK as a whole.

That is why I am taking action to strengthen the corporate governance framework for boardroom pay. Today's measures will require quoted companies to hold annual shareholder votes on directors' pay and further build on the proposals outlined earlier this year aimed at improving accountability and transparency of directors' remuneration.

Responses to the government announcement

Association of British Insurers

The ABI, which represents institutions managing around a quarter of funds listed on the stock market, welcomed the proposals, but warned that the benefit is limited because the vote would be advisory.

Peter Montagnon, head of investment affairs at the ABI said:

We have always argued that a binding vote on the policy going forward would be more helpful, because that would enable shareholders to bring about change before any remuneration is actually paid out. We still believe this would be an important element in efforts to establish an appropriate link between remuneration and performance.

We will be scrutinising the proposals for enhanced disclosure to ensure that they do require companies to make all the disclosures needed for shareholders to make the necessary judgements.

www.abi.org.uk/HOTTOPIC/nr450.asp

Institute of Directors

The IoD welcomed the government announcement. George Cox, director general of the IoD, said:

The major concern in the determination of directors' pay should not primarily be the curtailment of excesses. Although highly publicised, such abuses are very much the exception. Rather, the key concern should be attracting, focusing, motivating and rewarding the right individuals to run the business effectively and deliver results.

Anything which makes remuneration policy clearer, strengthens accountability and enables shareholders to exercise their influence effectively and constructively, has to be welcomed. Click here

Trades Union Congress

John Monks, TUC General Secretary, said forcing companies to hold separate votes on remuneration packages at AGMs is a very welcome move.

Executives will now need to justify their pay rises. The next step will be to make all shareholders cast their votes so institutional investors cannot opt out of these important policy issues. Companies that include employees on their remuneration committees, as the TUC suggests, are likely to get an easier ride at AGMs.

www.tuc.org.uk/partnership/tuc-3864-f0.cfm

Want to know more?

Take a look at the Department of Trade and Industry announcement . . .

Read the Financial Times report, 19 October 2001 . . .

Posted 1 November 2001