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04 July 2012

Reward for Success Not Failure

Four ideas to reform executive compensation in the UK but make sure the country remains an attractive and competitive place to work.

The ‘Shareholder Spring’ suggests that shareholders have finally had enough of executives rewarding themselves for sub-standard performance. Reform of executive compensation is therefore necessary but we must also ensure that the UK remains an attractive and competitive place to work. Executives who do deliver should be paid, but being rewarded for failure is no longer acceptable.

Four things must be done. First, shareholders should be empowered to hold companies to account. Second, remuneration construction and reporting must be made more transparent so shareholders can easily understand the payoffs for executives. Third, executives’ compensation must be more closely tied into the fortunes of the companies they work for. Finally, when executives do fail it should be possible for their past compensation to be clawed back.

Holding companies to account – The government’s proposals for votes on remuneration are too convoluted. Our proposal is that shareholder votes should remain advisory but with three tweaks. We believe that votes on remuneration should operate on a two strikes basis, similar to the system currently operating in Australia.

The vote would initially remain advisory, but with higher threshold of 65 percent to approve the policy. If the board achieves 50 percent approval but fails to secure 65 percent, the company has a year to change its policy in line with shareholder wishes. If, at the subsequent vote on the amended policy, it fails again to pass the 65 percent approval threshold the resolution to reject the policy becomes binding. If at any time the company fails to secure 50 percent approval the vote to reject it automatically becomes binding.

Remuneration transparency – Remuneration has been unduly complex and reporting unduly opaque in too many cases. We suggest a simpler template for remuneration and its reporting. We back the BIS recommendation for analysis of what might be paid out under different conditions.

We also want the remuneration report to have a catch all clause at the end where the board would have to disclose anything of material interest to shareholders. Pension hikes like that given to Fred Goodwin would simply not be possible to hide.

Tying compensation to performance – We believe that 50 percent of all variable should be deferred for a minimum of five years, with no more than straight-line vesting (i.e., no more than 10 percent paid out in each of the next five years). The deferred compensation would also have to be in shares. That would ensure that on average 150 percent of variable compensation would be linked into the performance of the company.

We would also extend the calculation period for long term performance plans to five years from the current three years. With the deferral of compensation, some pay would be exposed to the performance of the company over 10 years. It would be much harder for executives to be paid merely for being lucky enough to be in charge of a company in a period of growth.

Clawback – We believe that all deferred executive compensation should be subject to clawback. Long-term incentive plans generally pay out when certain targets are hit and the better targets are hit the greater the payout.

We propose that there should be downside conditions, which, if hit, would trigger payments back from executives. These targets would be set such that an executive would have failed if they were hit. If they were all hit to the maximum extent then all the deferred compensation would have to be paid back. This should address once and for all the problem of rewards for failure and if set correctly should also encourage CEOs to be prudent and not recklessly chase the upside targets.

We also think there are things that should not be done. Caps on ratios of executive to employee pay are arbitrary and would involve politicians in the pay process of executives – that is not desirable. We oppose an exit cap on pay for much the same reason. A properly implemented clawback would be much more effective. In the case of real failure they would likely be paying shareholders back instead.

Finally, we do not think employees should either have representation on boards or have a vote on executive pay. Aside from the practical problems shareholders own the companies and they should determine the pay.

To read the full Policy Exchange report on executive compensation, click here.

For more information on Policy Exchange, click here. For more information on the work of Policy Exchange's Financial Policy Unit, please contact James Barty, senior consultant.

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2 Comments to "Reward for Success Not Failure":
  • Comment_tabb_-_miranda_mizen_b
    mmizen

    05 July 2012

    Whatever continent or industry you're interested in, this makes for good reading - it has some brow-raising statistics and prods the beehive of  remuneration and accountability with a sharp stick. It will be interesting to see to what extent the policy recommendations are taken up.

  • Anon_avatar
    Anonymous

    09 July 2012

    A current problem with compensation is "payment for beta" - remuneration linked just to nominal share price provides rewards for tracking the market alone. Compensation based on performance relative to peers would focus on genuine relative performance on the upside, and also reward caution by giving the possibility of reward for comparative outperformance on the downside. (i.e. the whole market goes down, but you go down less than your peers = outperformance).

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