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Remuneration looks set to be an issue at upcoming AGMs

With the peak AGM season taking place in the next two months, Manifest’s analysis suggests investors may be concerned about the remuneration practices at  some of the UK’s biggest companies holding their AGMs on 14th April.

Mining company, Rio Tinto – listed in the UK and Australia – has also been struggling in the past year due to the unfavourable market conditions for metals and minerals. It has just announced that its chief executive, Sam Walsh, will retire from the business on 1 July 2016. He will be replaced by Jean-Sébastien Jacques, who previously headed up the company’s copper and coal division and who has now joined the board and become deputy chief executive.

Manifest has given Rio Tinto a Grade E in its total remuneration assessment. Despite the losses incurred in 2015 there has been a high bonus payout to the chief executive Walsh – 30% of the annual bonus is based on individual performance while the the metrics provided under the bonus scheme are vague and not quantifiable. Last year Walsh – whose total remuneration amounted to £4.3m – received 61.3% of his salary in benefits last year. Manifest’s analysis also found there was a high bonus cap and high upper limit for the LTIP which it found created unequal internal pay between Walsh and other employees.

The dual-listed cruising company, Carnival,  rates poorly by UK governance standards because it structures and practices remain in the US model of governance. Manifest has given the company its lowest total remuneration assessment grade, F . There has been a significant level of dissent in respect of the vote on remuneration at Carnival’s AGM in recent years and it looks like this could be repeated in 2016. Last year the vote against the implementation of the remuneration policy reached  14.25%,  while in 2014 there was a 41.28% vote against the company’s remuneration report and a 37.97% vote against its remuneration policy .

Manifest concludes in its meeting business report that Carnival’s remuneration policy fails to establish a reasonable degree of alignment between executive remuneration and Company strategy. Of particular concern is that Carnival uses operating profit in isolation for the annual bonus and this metric also represents 70% of the long term investment plan (LTIP). Manifest believes that operating profit provides an incomplete picture of financial health of a compay.

Separately Carnival has an executive chairman, Micky Arison, who was previously chief executive and, with his family, has significant shareholdings in the company. There are also independence concerns about four of the seven non-executive directors on the board.

Meanwhile energy giant, BP, which has been hit by falling oil prices, has been given a total remuneration assessment of E by Manifest, which suggests that the annual bonus scheme and payouts do not represent the current company performance. The targets under the LTIP scheme have not been been provided because BP says they are currently commercially sensitive. However, this is not helpful to analysts trying to assess if they are sufficiently stretching or not. The potential of the variable remuneration, Manifest has found, represents 775% of executives’ salary.

What do you think?