Investor Group Endorses Advisory Pay Votes
Submitted by: Ted Allen, Director of Publications
The shareholder campaign for advisory votes on executive pay received another boost last week when the Council of Institutional Investors (CII) endorsed the idea.
The council, which represents 130 institutional investors with $3 trillion under management, approved the policy change at its spring meeting in Washington on March 20. The policy calls for annual advisory votes on compensation but leaves the details up to companies and investors to work out.
"The issue has a head of steam behind it, which will only increase during proxy season," Amy Borrus, deputy director of CII, told Governance Weekly.
Also last week, the House Committee on Financial Services held two days of hearings on H.R. 1257, a bill sponsored by Rep. Barney Frank (D-Mass.) that would provide for annual advisory votes on compensation and a separate vote on change-in-control payments. The committee was scheduled to vote on the bill on March 22, but the panel postponed the vote to March 28. Committee approval is expected as Frank's fellow Democrats hold a narrow majority on the panel. Frank said he expects the full House will approve the bill after Congress returns from its Easter recess in April, Congressional Quarterly reported.
Likewise, Richard Ferlauto, director of pension benefit policy at the American Federation of State, County, and Municipal Employees, which supports the legislation, told Reuters that he expects the House will approve the measure with some bipartisan support. However, "[the bill's] prospects in the Senate are uncertain. Then you have the prospect of a possible Bush administration veto," Ferlauto said.
Meanwhile, shareholders have filed more than 60 so-called "say on pay" resolutions this season that seek an annual advisory vote on the compensation received by senior executives. Investors in the United Kingdom, Sweden, Australia, and the Netherlands already have the right to vote each year on executive pay reports. The issue, which averaged 40 percent support at seven U.S. firms in 2006, will first appear on the ballot this season at Morgan Stanley on April 10 and at United Technologies on the 11th. One firm, Aflac, has agreed to hold an advisory vote starting in 2009.
The issue appears to be gaining support from large investors. In early March, the California State Teachers' Retirement System, one of the largest state pension funds, sent a letter to Frank that endorses his bill. The pension fund notes that the legislation would negate the need for investors to "[submit] resolutions to one company at a time" and would provide the same rights to all shareholders.
Frank also spoke about his bill at CII's meeting, where he said the measure "won't cost anyone a nickel" and questioned why anyone would oppose it. "Essentially, the argument against this is that shareholders aren't smart enough," Frank said on March 19, noting that the bill's critics generally have faith in the ability of the market to value companies.
Proxy Access
During the CII meeting, Frank was asked about whether legislation could be proposed to provide shareholders a limited right to nominate directors. While the lawmaker expressed support for the concept of proxy access, he was not receptive to pushing legislation on that topic this year and said investors should wait to see how companies respond to advisory votes on pay.
"I don’t think that Congress is ready to do anything on board access," Frank said. "You can't do it all at once. This is a step-by-step process."
Frank said the Securities and Exchange Commission acted appropriately when it expressed no view on Hewlett-Packard's request to omit a proxy access bylaw proposal filed by four pension funds. That proposal received 43 percent support (from among the votes cast "for" and "against") at the company's March 14 meeting. The SEC plans to craft a rule on the issue before the 2008 proxy season.
Borrus said the vote at HP indicates "institutional investors' strong support for a limited right of access." She said the vote "should send a strong message to the SEC to complete work on a rule to provide a limited right of access." CII previously has endorsed proxy access and urged the SEC to allow shareholders to pursue access proposals at individual companies.
Also at CII's meeting, the group ratified a new policy that calls on companies to disclose the nature and the dollar amount of the services that the compensation committee's consultant provides to other parts of the company. That policy also asks issuers to refrain from reaching agreements to indemnify or limit the liability of their pay advisers. CII members also approved a policy statement that urges lawmakers and government officials to respect the independence of the Public Company Accounting Oversight Board, which regulates major audit firms, and the Financial Accounting Standards Board, which sets accounting standards.
Among the other speakers at the CII meeting was Fred Hassan, CEO of Schering-Plough, who stressed the importance of board independence and transparency. "I encourage a lot of debate on the board," he said, noting that directors can meet for an unlimited amount of time to discuss issues outside his presence.
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