Holmes Report 13 May 2012 // 11:00PM GMT
An unprecedented shareholder uprising has focused its anger on bumper boardroom packages, claiming the scalps of CEOs at Aviva and AstraZeneca and, perhaps most famously, triggering public relations unrest at Barclays and Citigroup.
Executive pay is now a highly visible issue, with shareholders of under-performing companies increasingly attempting to hold senior management to account amid continued economic malaise. In the UK, reports the FT, the average pay of directors at FTSE100 companies rose 49 percent to £2.7m in 2011, during a year that saw the biggest drop in real household incomes since 1977.
The Holmes Report asked four corporate communications specialists from around the world if shareholder uprisings are here to stay, and how, accordingly, their clients need to modify their investor relations strategies.
Tony Langham, chief executive, Lansons Communications (UK)
“In previous downturns executive pay has also drawn public attention and anger. The solution was the establishment of independent remuneration committees and shareholder votes. Experience has however led many to question the effectiveness of this structure. For years major plcs have argued that executive pay is purely a shareholder issue and to an extent they're right. However this year public anger has directly influenced shareholders and strengthened their willingness to act.
"A key lesson is that executive pay is now a stakeholder communications issue and not simply a shareholder issue. The best activist shareholders do their work behind the scenes talking directly to companies. We'll only see a public increase in activism if companies don't respond.”
Brian Schaffer, vice president, CJP Communications (US)
“I do not expect to see a meaningful degree of increased activism related to executive compensation. Overall, ‘Say On Pay’ has been met with disinterest by shareholders, with relatively few actions being taken against management pay packages. Most companies reeled back excessive pay during the downturn, thereby reducing the need for such provisions. It’s only in extreme instances where shareholders are speaking out and taking action, but I would not identify this as a trend.
"However, executive compensation is an issue that must be addressed by all companies. We counsel our IR clients to maintain dialogue with their top institutional shareholders on an ongoing basis, and certainly in the fall ahead of when institutions are weighing activist campaigns. Candid conversations with shareholders, including both senior management and/or IROs can often weed out any concerns they have before they become public. In many instances they can be rectified prior to proxy season and before they ever become public, but not always.”
Simon Brocklebank-Fowler, managing partner, Cubitt Consulting
“We definitely will see more shareholder activism over the coming years, and not before time. Looking back with hindsight, it will seem extraordinary how little interest institutional owners took in the compensation of the leaders of businesses in which they invest for most of the post-war era. In terms of communications and IR, we expect much higher levels of institutional polling on these issues, to anticipate levels of stakeholder sentiment, and on behalf of management teams a keener interest in articulating their value add as business leaders.”
Andreas Martin, executive director, ergo Unternehmenskommunikation (Germany)
“We already see increased shareholder activity on executive compensation, especially with regard to banks and other financial institutions. In many companies, performance-related components grew stronger than return on equity or total shareholder return—and total compensation of some CEOs exceeded €10 million—so there are rising concerns that the links between interests of principals and agents are loosening further. This topic will be (more actively than ever) addressed on AGMs and One-on-Ones in the next weeks.
"We advise companies to enhance the transparency and comprehensibility of their compensation reports; discuss compensation (and corporate governance issues) in the context of their value-oriented management; compare salaries and compensation levels on an international scale; show via model calculations how management compensation would be affected in case of declining earnings and share prices, proving the harmonization of interests; and carefully prepare Q&A lists on all questions that could occur.”