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The shareholder awakens

Corporate governance

Companies owners are slowly beginning to hold bosses to account, starting with

closer scrutiny of their pay

THE nuns who are challenging Goldman Sachs s claim to be doing God s work , by

bringing a shareholder resolution questioning the bank s executive-pay

policies, are but the tip of an iceberg. Thanks to a say on pay clause in

last year s Dodd-Frank financial-reform law, the pay of every senior executive

of an American public company is now subject to a shareholder vote. So far in

this spring s corporate annual-meeting season, the management has lost such

votes at four firms, the most prominent being Hewlett-Packard, a computing

giant. Given the current mood of banker-bashing, it will be no surprise if

there are similar results at Goldman Sachs and other financial institutions:

all eyes will be on the first of the big banks to hold its vote, Citigroup, on

April 21st.

A new study by the Corporate Library, a research body, finds plenty for

shareholders to vote against. It looks at those big companies that had, by

March 20th, reported their bosses pay about a fifth of the S&P 500. Almost all

reward them for long-term performance without considering whether similar firms

are doing better. More than 75% of chief executives still have golden

parachute severance deals worth at least twice their annual pay.

In the past year things have got worse in three main respects, argues the

Corporate Library. The difference between the chief executive s pay and that of

other executives has grown. The dilution of other shareholders by awards of

shares to executives has increased. And retirement benefits have become even

more excessive.

It remains unclear how managers will respond to losing a vote on executive pay,

as these votes are not binding. Occidental Petroleum, one of three firms that

were defeated in the far smaller number of say on pay votes held last year,

is rumoured to be working on big changes in its pay policies, following

criticism of the bounty enjoyed by its chief executive, Ray Irani.

However, says Robert McCormick of Glass Lewis, a firm that advises shareholders

on how to vote, some managers are already trying to avert defeat by giving in

to shareholder pressure before the issue goes to a vote. Disney, for example,

issued a new proxy form (the document describing what shareholders will vote

on) that cut the size of its bosses golden parachutes, after investors

grumbles.

Experience from Britain, which introduced say-on-pay in 2002, suggests that

American shareholders can expect more improvements in the responsiveness of

executives. Although few pay packages have been voted down by shareholders,

that is because it is now routine for British executives to consult investors

on pay policy long before it goes to a vote. Colin Melvin of Hermes Equity

Ownership Services, which advises institutional investors on such matters, says

the overall result has been much better communication between managers and

shareholders. In contrast, he says, American bosses still seem disinclined to

have such a dialogue.

That is certainly true of this year s other hot topic for American shareholder

voting: resolutions pressing companies to disclose their political donations.

Such resolutions have proliferated since a Supreme Court decision last year to

overturn restrictions on corporate political spending. Citigroup s bosses, for

example, will oppose a motion from some shareholders calling on them to

disclose the bank s donations.

Although the signs of progress are clearer in Britain, institutional

shareholders there are coming under pressure to do more to hold company bosses

to account. Last month FairPensions, a lobby group, issued a report calling for

a tightening of the fiduciary-responsibility law for pension funds, insurers

and other big investors who manage people s money. The group wants to force

these to play a fuller role in corporate governance and to disclose how they

vote their shares. A similar change is said to be under discussion in America,

including within the Securities and Exchange Commission.

Further reforms would be welcomed by activist investors such as Nelson Peltz,

who has a long record of battling entrenched managers at firms as varied as

Heinz and Tiffany. Speaking to America s Council of Institutional Investors

this week, Mr Peltz said that say-on-pay and other recent improvements to

corporate governance will help shareholders like him take on previously

untouchable corporate giants. Martin Lipton, a lawyer who has often defended

managers against shareholder attacks, worries that activists like Mr Peltz

would be able to use the new rules to embarrass big institutional investors

into backing their campaigns. Would that be such a bad thing?