Shareholders increasingly seek to hold management teams and boards of directors accountable for corporate performance and plan to use their proxy votes as a referendum on leadership and business performance, according to the second annual Corporate Governance Investor Survey from FTI Consulting.
Continuing a trend that began with the advent of widespread say-on-pay voting in the 2011 proxy season, the survey outlines the growing desire for shareholders to have a greater say over corporate governance issues.
As executive compensation and corporate practices continue to make headlines, investors are increasingly looking at the upcoming proxy season as an opportunity to express their approval or disapproval of executive leadership. Several of the key findings from the survey underscore the evolving corporate-shareholder relationship:
Eighty-one percent of investors believe that say-on-pay is very or critically important in 2012; more than eight in 10 investors say they would withhold votes for or would vote against directors of a company that did not adequately respond to shareholder dissatisfaction expressed in a prior year's say-on-pay vote; and nearly all (94 percent) respondents indicate that director independence is very or critically important, and 85 percent consider it very or critically important that companies have a policy for the re-election of directors.
"Historically, shareholder involvement into boardroom affairs has been reserved for activist investors,” says Elizabeth Saunders, Americas chair of the strategic communications practice at FTI Consulting. “But increasingly, we are seeing that the investment community at large wants to have the levers to hold executive leadership accountable for performance and corporate practices.
"Say-on-pay certainly has been a focal issue for investors, and, one year removed from the inaugural vote for many companies in 2011, we are going to see how companies ultimately are held accountable to shareholder opposition. Additionally, we're seeing investors looking beyond financial statements in their assessment of current and potential investments. Companies that voluntarily adopt proxy access policies are considered better investment opportunities, and mainstream investors are increasingly looking for more transparency related to corporate lobbying, political spending and issues advocacy."
According to FTI, companies with disconnects between pay and performance that have not adequately addressed the gap with their shareholders may find themselves underprepared for the wave of opposition.