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Welcome to Manifest-I the blog of Manifest Information Services Ltd. Here we take a wide ranging view of topical governance and stewardship issues. Please feel free to add your comments and join the debate. Sign up to receive free weekly updates.

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Demand for CEO pay ratios intensifies

CEO pay ratio disclosure rule

Demand for CEO pay ratios has increased with initiatives in the US and UK focusing on the discrepancies between director and employee pay and the need for more regulation.

US Democratic Senator Bob Menendez and eight other senators have written to Michael Piwowar, chairman of the Securities and Exchange Commission, to urge him to implement the CEO pay ratio rule which would require companies to disclose the ratio between chief executive (CEO) pay and the pay of their median worker.… Read the rest

WPP: did shareholders look before the LEAP?

WPP Martin Sorrell pay

WPP, whose chief executive Sir Martin Sorrell last year caused headlines for a £70m pay package, has announced its final investment performance figures for its controversial long term incentive scheme, LEAP.

The WPP figures show that Sir Martin Sorrell would receive £41.5m from the LEAP scheme for 2016 – compared with their value of 20.69m when the shares were granted in 2012.… Read the rest

Thomas Cook: joined up voting on pay

Thomas Cook pay

Travel company, Thomas Cook received a warning on pay this week at its AGM when the voting results showed that some investors at starting to take a joined up approach to remuneration-related voting. This is a signal to all companies seeking approval for their remuneration policies and new incentive plans this year that shareholders do not want the potential for excessive awards under these schemes.… Read the rest

US SEC: Comments sought on pay ratio disclosure rule

SEC Securities & Exchange Commission

The US Securities and Exchange Commission (SEC) is seeking comments from companies are encountering as they look to comply with the CEO Pay Ratio disclosure rule which took effect for financial years from 1st January 2017. The rule, hotly debated by business and investors alike, requests companies to disclose the ratio of the median of the annual total pay of all employees to the annual total pay of the chief executive.… Read the rest

UK Pension Funds: “Executive Pay is too High”

PLSA Logo

The Pensions and Lifetime Savings Association (PLSA), the membership body for UK’s pension funds, has published its AGM Season Report 2016, focusing on executive pay using data provided by Manifest. A survey of PLSA members for the report found that 87% of respondents believe executive pay is too high.… Read the rest

UK #corpgov #execpay Green Paper widely expected this week

The British press were this weekend widely tipping that the publication of Theresa May’s flagship corporate governance reforms will be published this week. The BBC, GuardianTelegraph, Sunday Times, and Scotsman have all run more or less the same articles over the weekend highlighting the key features of a proposed Bill:
  • A requirement for companies to publish pay ratios showing the difference in pay between the chief executive and average employee;
  • Improving the effectiveness of remuneration committees and the extent to which they must consult shareholders and the wider company on pay;
  • Employee advisory representation on remuneration committees;
  • A binding annual shareholder votes on executive pay packages; and
  • Private company directors will be subject to a new code of conduct on behaviour and transparency.
Read the rest

UK PM Theresa May softens stance on worker representation

Theresa May UK PM

UK Prime Minister Theresa May appeared to soften her stance on board worker representation within UK companies having previously suggested they should be represented alongside consumers. Speaking at the CBI annual conference this week she said that the government’s coming green paper on corporate governance would address executive pay, shareholder accountability and how “we can ensure the employee voice is heard in the boardroom.”

Addressing worker representation May said: “I can categorically tell you that this is not about mandating works councils, or the direct appointment of workers or trade union representatives on boards.Read the rest

Executive pay: UK fund managers trade group speaks out

Theresa May UK PM

UK fund managers members take executive pay reform seriously according to the UK’s Investment Association, which this week responded to the recommendations of the Executive Remuneration Working Group. In its new Principles of Remuneration, the IA suggests that rather than opting for the default Salary/Bonus/Long Term Incentive Plan (LTIP) pay structure,  firms should consider pay structures which fit their business and strategy.… Read the rest

UK's new prime minister sets out #corpgov #ESG stall

Theresa May UK PM

In sharp contrast to US Republican moves to unwind the Dodd Frank corporate governance reforms introduced after the global financial crisis, the UK’s newly appointed Conservative party leader and soon to be prime minister, Theresa May, has signalled strong support for a progressive corporate governance agenda.… Read the rest

UK's pay reporting rules did not curb executive pay

The initial response of the top UK companies to new reporting requirements was not to curb executive pay or improve the link CEO pay and firm performance at FTSE 100 companies, but led instead to “opportunistic reporting for the sake of reputation management,” says a study from Cambridge Judge Business School and King’s College London.… Read the rest

WPP's remuneration vote passes - with higher dissent

Despite public calls for pension funds to vote against WPP’s remuneration report at its AGM this week (8th June) the resolution was passed with 33.5% dissent – higher than 2015’s 22.2% protest vote.

ShareAction had condemned the chief executive’s (CEO) Sir Martin Sorrell’s £70m pay packet, which makes him the highest paid CEO in the FTSE 100.… Read the rest

US remuneration committee chairs get less support after losing say on pay votes, study finds

Executive pay firm, Semler Brossey, has analysed the relationship between the shareholder support given in elections of remuneration committee members and chairs and the result of the say on pay votes at US company AGMs.

The study of director election results between 2014 and 2016 found that over 80% of director elections have received vote support above 95% and only 0.3% of elections have failed to receive majority support (107 out of 42,499 total elections).… Read the rest