Tag Archive for ‘Say-on-Pay’
Advisory shareowner votes on executive compensation were the big story of proxy season 2011, the inaugural year for “say on pay” at most U.S. public companies. In the first half of the year, shareholders voted against proposals at some 37 companies. The Council of Institutional Investors, a leading advocate for say on pay, offers its analysis of the “no” votes and what they might say about current executive compensation practices.
Nearly 39 percent of Novartis shares were voted against the pharmaceutical giant’s executive compensation plan. Shareholder critics had expressed particular concern over the size and structure of payouts for Novartis Chairman Daniel Vasella, who has in recent years been awarded a package with an estimated market value of about $21 million annually.
Among the December 2009 proxy rule changes approved by the SEC was a requirement that companies discuss and analyze risks that are reasonably likely to have adverse effect on the company’s reputation and/or sustainability. This means companies must not only identify the risks facing them but also determine the probability and severity if realized and how that relates to the company’s compensation policies and programs.
Reporter James Hyatt says that depending on whom you ask, when it comes to shareholder activism and corporate governance issues this year’s proxy season is a glass half full, a glass half empty, or a glass completely shattered.
The Central Laborers’ Pension Fund has proposed that the company “adopt and disclose a written and detailed succession planning policy.” Apple’s successorship plans are particularly sensitive because Apple CEO Steve Jobs underwent a liver transplant operation in 2009.
Women serving on corporate boards are far more likely than their male counterparts to favor increased boardroom diversity, new regulations for executive compensation, proxy access for shareholders and enhanced risk management, according to a new survey of corporate directors.
As the Securities and Exchange Commission prepares to deal with a deluge of new rule-making tasks tied to the Dodd-Frank financial reform law, agency Chairman Mary Schapiro announced a new system for soliciting public input on rules. “We are inviting public comment even before the various rules are proposed and before the official comment periods have begun,” she said.
The Dodd-Frank Wall Street Reform and Consumer Protection Act, widely considered to be one of the most comprehensive reforms of the U.S. financial industry in years, was signed into law on Wednesday. While many provisions of the Act relate primarily to banks and the financial regulatory system, the new legislation will also have a significant impact on corporate governance and executive compensation practices for public companies in general.
After days of intense political drama, House and Senate negotiators on the financial reform bill agreed to toss a key shareholder governance issue — proxy access — back to the Securities and Exchange Commission.
Serving as a corporate board director will soon become more similar to serving as a county commissioner or city assemblyman than serving on a traditional for-profit corporate board, and as a result some directors may choose not to serve, according to a leading U.S. corporate governance expert.