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The Wall Street Journal and Financial News have picked up Manifest’s recent article on remuneration report defeats. As highlighted in our posting on the Punch Taverns they joined a select list of five FTSE All Share companies to have seen their remuneration reports defeated.
As the article states, getting company owners to vote at the ballot box is only the first step in a complicated process to bring about change in large companies. Commenting on how investors use the remuneration vote, Manifest CEO Sarah Wilson said: “While Myners and Walker are looking for shareholders to become more engaged through the FRC Stewardship Principles, a vote without any supporting dialogue or feedback is a pretty blunt instrument. The trick of making the Stewardship Principles work will be for a more joined up strategy which integrates the governance and investment approaches so that companies can be left in no doubt as to what they need to do.”
Please note, the following links are subscription only
Linking bonuses to the granting of shares or options seems a good idea . . .
… but it is not as simple as that and Britain’s businesses can see the pitfalls that many others cannot.
Jamie Stevenson of University of Exeter Business School writes in the Times and discusses the problems of executive incentives. He argues that, in principle, linking bonuses to long-term performance via the granting of shares or share options should eliminate rewards for failure and reduce opportunities for gaming the results.
However, as Manifest points out: “Shareholders do not foresee the future cost of incentive schemes and invariably complain too little and too late.”
The Times >>
The Guardian’s annual survey of executive pay has been published, and reveals a 10% increase in basic salary for executives at FTSE 100 companies. Today’s Guardian editorial cites voting data from Manifest noting that dissenting votes on remuneration reports in the year to 31 July was circa 12% while dissent on long-term incentive plans was below 8%.
At first glance the salary figures seem surprising, even shocking, given the economic circumstances. However a closer look at the data is more revealing.
The data included in remuneration reports relate to the figures disclosed for each financial year (the statutory disclosure) rather than the salary rate (non-statutory disclosure item).
Manifest has noted salary freezes at some companies in terms of the salary rate, but this has not yet been apparent in the figures from the statutory disclosures as the effects of the previous years salary rate increases are still being seen.
Salary rates are more usually changed part way through the financial year. Therefore a salary rate freeze is spread over varying proportions of two financial years, depending on the company. The statutory disclosures still substantially relate to pay rises awarded, for many companies, in April 2008 – some time before the full effect of the financial crisis became apparent.
As a hypothetical example, salary rate set from 1 May each year:
The first four columns relate to salary rates, the last three to the statutory disclosures.
|Date Effective||Annual Salary Rate (Non-statutory disclosure item)||Monthly Salary Rate (Calculation)||Percentage Change (Salary Rate)||Financial Year||Salary Received* (Statutory Disclosure Item)||Percentage Change (Statutory Disclosures)|
|1 May 05 to 30 Apr 06||
|1 May 06 to 30 Apr 07||
|7.14% increase in salary rate||1 Jan 06-31 Dec 06||
|1 May 07 to 30 Apr 2008||
|16.66% increase in salary rate||1 Jan 07 – 31 Dec 07||
|1 May 08 to 30 Apr 09||
|Salary Freeze||1 Jan 08-31 Dec 08||
|1 Jan 09-31 Dec 09||Disclosure Pending||Disclosure Pending|
*Calculated as 8 months at old rate and 4 months of new rate.
As for other aspects of the Guardian survey, Manifest subscribers will note that the Guardian seems to have missed the most truly astonishing figures of all – the vesting of awards under the “Added Value Plan” payout to Xstrata CEO, Michael Davis.
The governance issues raised by the Marks & Spencer AGM and Manifest’s analysis of the outcome received broad coverage in the UK press and broadcast media. In addition to newspaper coverage, Manifest was asked for its input on BBC Radio 5 Live’s “Wake Up to Money” and BBC Radio 4’s flagship current affairs program, “Today”.
While the coverage and awareness raising of governance issues is very welcome, at the same the messages appear confused. As a case in point, Jeremy Warner, the Daily Telegraph’s newly appointed Assistant Editor, wrote a comment piece on the role of shareholders. On the one hand he suggests that “as if finally awakened from a long sleep, institutional shareholders are flexing their muscles” but then goes on to suggest that LAPFF’s attempt to encourage best practice “amounted to no more than completely pointless corporate governance grand standing”.
Jeremy also doesn’t appear to hold out much hope for the efficacy of the Combined Code in preventing any more governance catastrophe’s but finishes by pointing out the disparity between the compliance requirements of companies – 20 pages – “yet there is only one on the duties of shareholders. In the interests of the health of our economy, as well as the safety of our money, it is about time this deficiency was rectified.”
So shareholders appear damned if they do and damned if they don’t, with very few suggestions of what would be the better course.
Daily Telegraph Comment:
Institutional Shareholders should stop grandstanding >>
The Guardian >>
The Times >>
Resolution 8 at today’s AGM covers the re-election of Louise Patten, chair of the remuneration committee, who has overseen the unpopular payouts of the performance/retention awards.
‘These are clearly retention awards, not exceptional awards and they should have just been honest and said so,’ says Manifest’s Wilson.
‘Just one vote over the 50% would see her removed from the board,’ she said.
Although she thinks that is unlikely, she thinks a vote over 10% would be significant and would show just how unhappy shareholders are about pay levels and awards at Marks & Spencer.
By Deborah Hyde | 10:17:04 | 08 July 2009
….Investors are increasingly strident about pay following criticism that they had been soft on boards and had sanctioned the excessive bonuses blamed for the banking crisis. Voting advisers have highlighted investor concerns about pay at other businesses, including Marks and Spencer and BT, the telecoms company.
Manifest, a proxy voting agency, said the vote against Tesco’s option scheme was the biggest protest against such share schemes since it started monitoring voting in 1996.
Angry shareholder groups are calling on regulators to overhaul rules that mean UK companies can provide dramatically different information to investors in the U.S. and here.
Sarah Wilson, chief executive of respected shareholder advisory group Manifest, described it as ‘a system of information arbitrage’, giving superior knowledge to one group of investors over another.
At present, UK companies that raise money in the U.S. market are obliged to file a huge range of data, including details of their executives’ service contracts, as a matter of routine. In Britain, the same information is available only to shareholders and then under the most demanding of conditions.
To read the complete article please click the link below.
Published: 9:13PM BST 21 Jun 2009
Several banks are cutting back their analysis of companies’ socially responsible policies, according to Thomson Reuters, which does a regular survey of equity analysts …… Sarah Wilson, the chief executive of shareholder adviser Manifest, was more concerned about the impact of the financial crisis on responsible investing and good corporate governance. She said: “Investment banks and fund managers have made cuts to their corporate governance teams and it is not helpful at a time when everyone is calling for more engagement ….
Mark Cobley, 08 Jun 2009
Financial News >>
(Registration required for full access.)
Shareholders in European banks are making their presence felt after being criticised for their failure to raise the alarm over risky practices or oppose management in the period before the financial crisis. The average proportion of shares represented at the annual meetings of 12 of Europe’s largest banks rose from 46% last year to 52% this year, according to data prepared by proxy voting agency Manifest for Financial News.
Dominic Elliot & Laura Willington, 08 June 2009
(full access requires registration)
On Shareolder Voting Trends
… It shows that the average level of support for management proposals rose from 75.8% in 2006 to 84% last year. In Europe, Manifest, a shareholder-advice firm, says 97% of all shareholder votes cast in Europe last year were supportive of management….
June 2nd 2009
Evening Standard >>
….A big problem, they say, is that too many institutional investors are willing to rubber-stamp pay plans. A recent study by the Corporate Library, a research firm, reviews the proxy-voting trends of 26 large American mutual funds on pay-related matters. Entitled “Compensation Accomplices: Mutual Funds and the Overpaid American CEO”, it shows that the average level of support for management proposals on pay rose from 75.8% in 2006 to 84% last year. Manifest, a European shareholder-advice firm, says 97% of all shareholder votes cast in Europe last year were supportive of management…..
May 28th 2009
The Economist >>
Sir Victor, along with director Archie Kane and deputy chairman Lord Sandy Leitch are under attack from Manifest, the independent governance and proxy voting agency that advises institutional shareholders.
Manifest has rallied large shareholders to vent their frustration at the Lloyds board for agreeing to merge with rival HBOS at the peak of the credit crisis, a move that nearly sank Lloyds and led to the taxpayer taking a majority stake in the bank at a cost to the public of £25 billion.
In a statement on its website, Manifest said it has “significant concerns about the continued service of those directors who sat on the board during September 2008 when the (HBOS) deal was proposed and subsequently transacted”.
Heath Aston, Sunday May 31st 2009
Daily Express >>
“Voting down Shell’s pay plan sent a chastened company back to consult over revised proposals. It also set a new high-water mark for annual meetings in a year marked by battles about pay across Europe and an increase in No votes. According to Manifest, the proxy voting agency, four UK companies’ remuneration reports have been voted down this year – apart from RBS and Shell, they were Bellway, a housebuilder, and Provident Financial a subprime lender – the same number as the total for the previous six years since the UK introduced its say on pay.”
The Financial Times, Kate Burgess and Richard Milne, June 1 2009
Footnote: According to Manifest’s VoteWatch ™ service there have in fact been closer to 20 defeated remuneration report resolutions since the introduction of the Directors’ Remuneration Report Regulations in 2002.
Manifest’s campaign to ensure shareholders at Irish companies have the opportunity to cast an advisory vote on the remuneration report gathered momentum over the weekend, with a full page article in the Irish edition of The Sunday Times. Last month Manifest filed shareholder resolutions at five Irish companies seeking an advisory say-on-pay vote.
The Sunday Times piece noted support for Manifest’s efforts from both investor groups and regulators.
- The Irish Association of Investment Managers and the Irish Stock Exchange are now consulting with Ireland’s Department of Enterprise, Trade & Employment on the EU recommendations on directors’ remuneration, which call for a shareholder vote.
- Frank O’Dwyer, chief executive of the Irish Association of Investment Managers stated: “We have publicly stated we will be expecting companies to introduce a say on pay. The UK has a non-binding vote of shareholders and we favour that”.
- The Irish Stock Exchange is reviewing whether to introduce a say on pay through a change to the Companies Act or its listing rules. A spokesperson was quoted as saying: “We are looking at how that should happen rather than if it should happen”.
- A spokeman at RiskMetrics also supported the introduction of a say-on-pay vote.
The Sunday Times quoted Manifest chief executive, Sarah Wilson, who said: “We thought this was a window of opportunity for Irish companies to adopt best practice before the EU forces them. DCC is a good example of a company that had its problems and recognised that to win back shareholder support it should be as open and transpsarent as possible”.
Manifest continues to work behind the scenes with the remaining companies on ensuring that shareholders have a say-on-pay. At Bank of Ireland, due to its incorporation by Charter (rather that under the Companies Acts) and its By-laws, it may take an amendment to those By-laws before a say-on-pay resolution is possible, but the Bank is keen to give shareholders such a resolution at the earliest opportunity. Manifest encourages the other Irish companies with AGMs to follow the lead of DCC plc and include an advisory say-on-pay vote on the agenda.
Separately, in the Sunday Tribune, Manifest Research Manager Alan Brett, expressed surprise at the recent vesting of awards under the Performance Share Plan to four executive directors at Allied Irish Banks. He also commented on the increasing popularity of clawbacks in remuneration policies. “In the banking sector we are increasingly seeing companies insisting on claw-backs for bonuses,” said Brett. “Companies that did not have them are bringing them in. Bonuses that would typically, until the end of last year, be paid out each year will now be held back for anything up to three years.”
Sunday Tribune 31 May 2009:
Bank boards: rewarding failure, discouraging success More >>
Sunday Times (Irish Edition) 31 May 2009
Derailing the Gravy Train (story is not included in the online edition)
Reuters: Lloyds directors who did HBOS deal face scrutiny More >>
May 27, 2009
The Scotsman: Lloyds’ Kane can’t bank on support More >>
May 28, 2009
The Herald: Lloyds directors involved in HBOS deal face scrutiny More >>
May 28, 2009
Money Marketing: Lloyds chiefs set for tough re-election More >>
May 28, 2009
From the self-styled “Wall Street Tabloid” DealBreaker
….in the face of mounting losses and some very poor risk management very few corporate heads have actually been tossed by shareholders. Government, of course, has been more “effective” in this regard. Still, of the vanishingly small pool of shareholder executed CEO defenestrations CEO pay has played a major part in, again, a small fraction of cases. For the uninitiated, a small fraction of a vanishingly small pool is not much. We wonder, however, if the trend is shifting, at least in the UK:
In one of the biggest investor rebellions over directors’ pay, about 59 per cent of Shell shareholders voted down the company’s remuneration report.
The Shell ‘No’ vote was the second biggest against a UK company’s remuneration report this year, topped only by the 80 per cent of votes cast against Royal Bank of Scotland, according to Manifest, the voting agency.
FTSE 100 bosses are paying themselves “footballers’ salaries” out of proportion with the rest of the market according to a report from pay consultants MM&K and governance group Manifest.
The increase in total pay for chief executives and senior directors of the UK’s largest companies is “on a curve to infinity” as management fight to catch up with their better paid peers from the US. The report says that average pay for FTSE 100 chief executives last year was £2.6m, a 7pc increase on 2007. Pay for FTSE 250 bosses was less than half that amount at £1.2m, 5% up on the previous year.
By: Jonathan Russell,
Sunday Telegraph, 24 May 2009
Wave of pay rows is an urgent wake-up call
By Mark Kleinman
Sunday Telegraph, 24 May 2009
An oil giant’s shareholders flex their muscles
MOST firms’ annual general meetings (AGMs) owe more to North Korea than ancient Greece. By long-standing tradition, bosses make platitudinous speeches, listen to lone dissidents with the air of psychiatric nurses towards patients and wait for their own proposals to be rubber-stamped by the proxy votes of obedient institutional investors. According to Manifest, a shareholder-advice firm, 97% of votes cast across Europe last year backed management.
May 21st 2009
From The Economist print edition
The Irish Independent and the Daily Telegraph have picked up Manifest’s story about the Ryanair shareholder resolutions at Aer Lingus’ upcoming AGM.
“The Manifest Proxy Voting agency, a company that monitors corporate governance here and in the UK, has alleged that Ryanair is the only company not to reveal on its website how shareholders voted on resolutions debated at last year’s AGM. Kingspan belatedly posted the results of its 2008 AGM early this year.
The criticism came on the same day that Ryanair chief executive Michael O’Leary said he would be proposing pay cuts for Aer Lingus’ non-executive directors at the Aer Lingus AGM next month. “We are a little surprised at Ryanair given that their own corporate governance does not seem to be best practice,” Ms Wilson told the Irish Independent.”
The UK’s Daily Telegraph leads with the headline: More projectiles from O’Leary’s glass house, highlighting comments from Ryanair’s colourful CEO, Michael O’Leary: “It’s all about “transparency and openness”.
We look forward to more of that from Ryanair in the not too distant future.
Earlier this year Manifest was approached by Channel 4’s Dispatches documentary team to help them with a review of executive pay following the revelations of Sir Fred Goodwin’s pension arrangements. In this episode, “Britain’s Bankers: Still Cashing In”, Manifest works with journalist Jane Moore to help her understand the complexities of executive pay and look back over the past decade to see how pay at UK banks grew exponentially.
The programme was first aired on Monday, 18th May at 8pm and will be available until the end of June at 4oD Catch-Up.
The Financial Times
The vote against the Shell pay report was the second biggest rebellion seen at a FTSE 100 company. Only at Royal Bank of Scotland, where the government used its 70% stake as a protest vote against former chief executive Sir Fred Goodwin’s £17m pension pot, has dissent been greater at a leading company.
Ten of the 16 biggest revolts at blue chip companies have come this year.
Data Source: Manifest (un-credited)
The agencies that advise fund managers on how to vote are an increasingly important feature of the protests and rebellions that shareholders stage, writes Kate Burgess.
…Manifest is another whose standing has risen in tandem with the focus on corporate governance and the pressure on institutional investors and pension funds to use their voting power…..
For more information please visit the FT website Here >>
It is only a few weeks since BP clashed with its shareholders about pay for its top executives at its annual meeting. Now Royal Dutch Shell appears to be heading in the same direction….
…. it will be the second year the Shell board has clashed with shareholders over pay. Last year, they [institutional investors] objected to the oil group’s plan to pay a discretionary award to hold on to three directors in the running to be chief executive. Shareholders objected to the lack of financial or operational targets attached and described it as “pay for respiration”.
The proposal squeaked through with only 50.5 per cent of votes in favour. It was the highest level of dissent against a single resolution from a FTSE100 company in one year, says Manifest, the proxy voting agency.
By Kate Burgess and Ed Crooks
The Observer, Sunday 26 April 2009
Retirement top-up deals promise £1m a year to Britain’s leading executives despite the downturn as the gap between bosses and workers widens.
The research into the pensions of chief executives of stockmarket-listed companies was commissioned by the Observer and comes from benefits consultancy MM&K and investor agency Manifest.