discussion about a year long inquiry by the High Pay Commission as to
executive remuneration is available on the BBC
website. The full report can be found here.
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Chair of the High Pay Commission Deborah Hargreaves and Dr McGregor of the
firm Taylor Bennett highlighted the following issues:
I would propose it is far from
complicated. In fact it is pretty straightforward bar a few elements such as
rights issue adjustments. Directors are usually awarded a base fee, a bonus
based on year performance -sometimes 3 years (shares and cash), and
an Long Term Incentive Plan (LTIP - in shares based on a 3 year performance
period against a comparator group on measures such as Total Shareholder Return
(TSR) and Earnings Per Share (EPS)). They also receive benefits e.g. company
car and a pension which is not monies paid by the company rather it is a debt.
They are also entitled to participate in Save As You Earn (SAYE) schemes where
they can buy shares in the company; as well as share option schemes.
Linking to the first point, really.
It is quite transparent, executive remuneration, in truth.
As Dr McGregor rightly points
out, but was drowned out, it is not right to have worker representation on
remuneration committees as suggested by as proposed by Deborah Hargreaves. We
do not have co-determination. She is also right in pointing out the pension
funds do have employee representation on them as they have an interest in it as
it represents their shares.
If you listen carefully (at around 5:30) the host also tries to argue that
the directors are all members of the "same club" who award each other
vast amounts of remuneration - hinting towards the governance debate about
multiple directorships - and employee representation will prevent abuse.
From my own research there appears to be very little cross over between
non-executives on remuneration committees and executive directors on FTSE 100
In truth there are probably better ways at encouraging consideration of
employees than having a voice on the remuneration committee. If corporate
governance codes are used to influence committee members to include median
employee earnings, for example, alongside TSR and EPS when awarding LTIPs this
may create a fairer system. So when directors' pay is up employees should not
be losing their jobs and having salary reduced.
Deborah Hargreaves argued that it is
a myth that directors cross borders to get the best pay packages and it is
merely used as an excuse to award high executive salaries. She argues that as
you move up the ladder you actually become less mobile.
Both guests suggested that
shareholders should set pay. I would propose the opposite. Shareholders setting
pay is not practical. We have spent years moving away from shareholder
involvement because they generally do not take an active interest in the
running of the company as they spread their risk across different companies.
Governance structures tell us that better remuneration policies will come from
a stronger non-executive board and remuneration committee.
Furthermore, if shareholders do not understand executive remuneration, what
qualifies shareholders to set remuneration? It is a self defeating argument.
There are very few reasons why shareholders would wish to increase their
If shareholders did set pay they would probably still consult the same advisors
to the remuneration committee themselves and nothing is likely to change.
For more commentary on directors' duties and shareholder litigation,
visit Gibbs: Law
and Life, a blog centering on directors' duties and company law,
particularly on interpretation and practicality of directors' duties in the
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