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Bosses pay - Who gets what?

2015-08-11 11:59:27

The politics of remuneration and envy

Aug 8th 2015 | NEW YORK

FIGHTS over splitting the loot have gone on for as long as there has been loot

to split. In America, those brawls are now part of the remit of the Securities

and Exchange Commission (SEC). After heated arguments and a vote that passed by

three ballots to two, on August 5th the SEC approved rules (themselves tied to

provisions in the Dodd-Frank act of 2010 that overhauled financial regulation)

which will require public companies to publish the ratio of their chief

executive s pay to that of their median earner, starting in 2017.

To say that the views on the pay-ratio disclosure requirement are divisive is

an obvious understatement, acknowledged Mary Jo White, who chairs the SEC. A

mind-boggling 287,400 letters commenting on the proposals were sent. In a

reflection of how the issue had become the subject of an organised political

campaign, only 1,500 of these were unique.

Shareholders have an interest in compensation, in as much as it is a

significant cost under management control. Pay therefore raises issues of

agency that arise from the delegation of power by shareholders to bosses.

That, at least, is the pretext for squeezing the issue into the SEC s

jurisdiction under its authority to protect investors. The reality is that the

proposal was included in Dodd-Frank after lobbying by trade unions aiming to

shame bosses into paying themselves less and lowlier workers more. A broader

debate on inequality has added to the momentum.

Commissioners supporting the rule said they had no choice but to put into

effect the provisions of Dodd-Frank; and that the rule would provide valuable

information that could be used for the say-on-pay provisions permitted in

proxy votes, as well as generating insights into a company s governance and

health. It will allow investors to see, says Commissioner Kara Stein, how a

company manages human capital .

Dissenters characterised the vote as a capitulation to interest groups who have

no interest in protecting investors nor, for that matter, orderly markets and

capital formation (the SEC s other goals). Critics reckon that the information

will be expensive to collate (an unpersuasive argument) and unhelpful in

identifying corporate excess (a more convincing one). An investment bank, where

pay is generally high, may appear far more egalitarian than, say, a cleaning

company with predominantly low-paid staff and a modestly-paid boss.

As well as the battles over principle, there were grittier fights over how the

data would be derived. The final version of the rules seems riddled with

potential loopholes. Companies will be able to use statistical sampling to

derive median pay. Firms will also be allowed to exclude 5% of non-American

employees. Allowances will be made for differing costs of living in foreign

countries and for countries banning the collection of data. Meanwhile, foreign,

private and even some publicly-listed American companies will be exempt.

The AFL-CIO, America s labour federation, said the new rules would shame

firms into cutting bosses pay. Not everyone agrees on the likely losers. The

real-world effects, if any, says James Copland of the Manhattan Institute, a

think-tank, will be for managers of public companies to offload lower-cost

employees.