Will shareholders crack down on executive pay?
- 8 January 2012
- From the section Business
David Cameron's remarks to the Sunday Telegraph that "the market for top people isn't working" and "needs to be sorted out" could have been said by Margaret Thatcher 30 years ago.
But she would probably have meant something completely different: that company executives were earning too little, whereas her Tory successor thinks many of them now earn too much.
So has the current prime minister been converted to the kind of so-called "levelling down" of pay that Margaret Thatcher regarded as the cancer destroying the competitiveness of the British economy?
Nodding to a traditional Tory constituency, he said: "I've been struck that you now get the criticism of pay at the top, and of bank bonuses, from a business audience... There is a very strong sense that small businessmen and women working hard, grafting away, building a business and not paying themselves huge amounts of money are furious with these rewards at the top for people who aren't taking the sort of risks they're having to take."
Mr Cameron is pre-empting a statement, to be made in a couple of weeks or so by Vince Cable, the business secretary, on executive remuneration, the culmination of a consultation by the Business Department.
Mr Cable will be relieved, and big companies a tad concerned, that Mr Cameron has set the bar for reform quite high.
So it's now clear Mr Cable will propose that shareholder votes on companies' remuneration policies should become binding votes, as opposed to being merely advisory, which is the current position.
I also understand that the business secretary will pave the way for greater transparency on executive pay, including making it compulsory for businesses to publish some kind of ratio showing the relationship between senior executive rewards and the earnings of typical employees.
And there's a high probability he will insist that companies with large UK operations should appoint a representative of employees to the remuneration committee that decides executive pay; a reform that most big business would loathe.
So what, for David Cameron, has gone wrong?
"We've got to deal with the merry-go-round where there's too many cases of remuneration committee members, sitting on each other's boards, patting each other's backs, and handing out each other's pay rises," he said. "We need to get to grips with that."
But it's not clear that this kind of blatant cronyism in the boardroom still exists, as per a compelling analysis by Manifest, which advises investors.
Here are the important numbers:
1) Only 52 FTSE 100 directors sit on another FTSE100 board as a non-executive, or only 5% of FTSE 100 directors;
2) Of these, just 20 sit on the remuneration committees of these other companies;
3) Where an executive from one company sits as a non-executive on another company's board, there are zero instances of an executive from that latter company also sitting on the first company's board.
Or to put it another way, there is no practical mechanism for executives of different companies to pay lavish amounts to each other by sitting on each other's boards, in the way that Mr Cameron seems to believe is rife.
If there is a problem, it is probably the prevalent boardroom culture and the mindset of directors.
To put it another way, those who sit in the boardroom tend to have spent their working lives in a corporate environment dominated by the idea that the only way to attract and retain top executive talent is to pay the going global rate for the job, which has created an upward-only ratcheting system for corporate remuneration and has put boards in a bubble arguably too insulated from what's going on in the rest of the UK economy.
This perceived absence of diverse opinions in British boardrooms is why Mr Cable would like to see a presence and voice for employees on remuneration committees.
But would this cultural problem be addressed by the proposal to make shareholder votes on company's remuneration policies binding?
It is certainly the case that shareholders have taken executive pay more seriously since 2002, when it became mandatory for quoted companies to publish a separate directors' remuneration report and shareholders were given the right to vote on remuneration.
But it is not altogether obvious that turning this vote from an advisory one into one with compelling force would lead to another step change in shareholder engagement with executive pay.
The big uncomfortable fact is that many investors are, by dint of who they are, absentee landlords.
If they are hedge funds and other speculators that hold shares for months, or weeks or even fractions of a second, they could not give a fig about whether a chief executive is paid £4m a year or £5m a year.
Similarly, they may be overseas investors who simply don't have the time or interest to devote to what they would see as the parochial issue of boardroom pay.
So a minority of the investors in big British companies are investors likely to hold shares for the long term and with a significant incentive to ensure that executives are rewarded for doing the right things.
The biggest and hardest challenge is to turn the shareholders into responsible owners (as has been the case for as long as I can remember).