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Public Interest Program
Forum Summary
"Say on Pay" Proposals
July 7, 2008
The Shareholder ForumTM has been asked by several participants to
initiate a new program for reconsidering the “advisory voting” concepts defined
in its 2006 project.
When Forum participants first considered advisory voting, it was
viewed as a process that could be adapted individually by corporate managers and
investors as a foundation for constructive communication about common interests
in a company’s success. Its subsequent transformation into a confrontational
activist demand for legislatively imposed “Say on Pay” has necessarily raised
important new questions:
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If advisory voting is required for all publicly traded US
companies, can investors satisfy their fiduciary responsibilities without
increasing reliance on proxy advisors or other bureaucratized processes?
-
Will focus on conformance with "good governance" theories
distract both corporate and investor decision-makers from the essential
purpose of compensation to reward competitive success?
-
Ultimately, will advisory voting help investors make
better decisions about their allocations of capital?
These and other concerns are reflected in increasing marketplace
uncertainty about advisory voting. Recent news reports of declining support for
“Say on Pay” proxy proposals
have been countered by RiskMetrics-ISS reports presenting statistics to show
that their activist client network seemed to be making progress. Academic research also reports significant divisions among investors, including
between “governance” and investment representatives within fund managers, and
further suggests that many of the governance professionals who advocate
“compulsory” advisory voting view it as a means of increasing their influence.
To address these issues,
Sibson Consulting has supported the organization of this open Forum program
to examine how “Say on Pay” might serve the public interest in essential
marketplace processes of enterprise competition and capital allocation. Corporate, investor and professional representatives with recognized expertise
in successful performance will be invited to support the program in an advisory
panel that guides the Forum’s conduct of workshops, academic studies, surveys,
open meetings or other processes as required for a full public review of the
issues and a concluding report.
This Forum program is
open, free of charge, to all marketplace decision-makers and
the professionals who advise them, according to the Forum's standard
Conditions of Participation.
Program Panel (2009):
Douglas K. Chia, Johnson & Johnson
Hye-Won Choi, TIAA-CREF
Cornish F. Hitchcock, Hitchcock Law Firm and Amalgamated Bank
Bess Joffe, Hermes EOS
Cary I. Klafter, Intel
Corporation
Richard V. Smith, Sibson
Consulting
Louis M. Thompson, Jr., Kalorama Partners
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For results of mandated "Say on Pay" voting starting
in 2011, see
Shareholder Support Rankings
graphs of votes in support of executive compensation
for Russell 3000 companies
Forum Survey Reports
December 14, 2009
Investor Voting Criteria
for
Compensation Issues
and
October 6, 2010
Investor Communication
Priorities
for Voting Decisions
October 20, 2010 Forum Report:
Responding to Investor Information Requirements
February 17, 2010 Forum Report
Progress of
2010 “Say on Pay” Projects
December 30, 2011
posting in the
Harvard Law School Forum on Corporate Governance
and Financial Regulation:
Mary L. Schapiro
Chairman, U.S. Securities and Exchange Commission
"Say on Pay Leading to Better Communication About
Compensation"
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Invitations
to Comment
July 23,
2009
Activist
Concerns about Broad Application
see also
December 3, 2010
Frequency of "Say on
Pay" Voting
April 22,
2009
Responsibility for Investor Communications
April 8,
2009
O’Byrne
Analysis of Pay Correlation
March 30, 2009
RiskMetrics Analysis of
“Say on Pay” Votes
March 13,
2009
Chia List
of “Ten Things to Keep in Mind”
January
9, 2009
Gordon Proposal of
Shareholder “Opt-In” Right to “Say on Pay”
December 15, 2008
Develop Questions about
Compensation
Compensation Issues
Financial Times
May 27, 2012
"A ‘shareholders’
spring’ is not enough"
♦♦♦
New York Times
August 16, 2009
"The Quick Buck
Just Got Quicker"
♦♦♦
Financial Times
June 18, 2009
"Outside
directors: Wanted, fresh blood and ideas"
♦♦♦
Wall Street
Journal
June 3, 2009
"SEC Ready to
Require More Pay Disclosures"
♦♦♦
Washington Post
(Associated Press)
May 2, 2009
"SEC considering change to CEO pay disclosure rules"
♦♦♦
New York Times
March 29, 2009
"Shareholders Who Act Like Owners"
♦♦♦
Financial Times
March 13, 2009
"A need to
reconnect"
♦♦♦
Directors & Boards
February
23, 2009 republication of 1994 article
George M. Keller
(1924-2008, former
Chairman and CEO of Chevron)
"Slow
Down the CEO Gravy Train"
♦♦♦
Washington
Post
February 8, 2009
"How Much Does
Your CEO Really Make? Go Figure."
♦♦♦
Fortune
(as published
by CNNMoney.com)
February 4,
2009
"Obama's pay
plan doesn't go far enough"
"Observers say
President Obama's new rules to limit executive
compensation
won't put a stop to corporate excess"
See also subsequent reports
February 5, 2009 New York Times
February 5, 2009 San Francisco Chronicle
February
6, 2009 Investor Relations Magazine
February 7, 2009
Financial Times
February 7,
2009 Wall Street Journal
February 7, 2009 Harvard Corporate Governance Blog
February 8,
2009 New York Times
February
9, 2009 Bloomberg
February 9, 2009
Financial Times
♦♦♦
Financial Times
January 22, 2009
"Merrill
paid bonuses as losses mounted ahead of sale to BofA"
See also
Columbia Journalism Review
January 23, 2009
"Thain the Vain"
and
Financial Times
January 26,
2009
"Top investor calls for
Wall St ‘moderation’"
♦♦♦
New York Times
December 18, 2008
"On Wall Street, Bonuses, Not
Profits, Were Real"
(part of series, "The Reckoning")
see also
Columbia
Journalism Review
December 18, 2008
"NYT Putting It All Together on Wall Street Pay"
♦♦♦
Associated Press
(as
published by San Francisco Chronicle)
December 14, 2008
"Wall
Street compensation needs major overhaul"
♦♦♦
Wall Street
Journal
November 20, 2008
"Before the Bust,
These CEOs
Took Money Off the
Table"
♦♦♦
Financial Times
November 13, 2008
"The
president-elect wants a say on pay"
♦♦♦
New York Times
September 7, 2008
"If the Pay Fix
Is in, Good Luck Finding It"
♦♦♦
Wall Street
Journal
July 28, 2008
"Hiring a CEO From
the Outside Is More Expensive"
"New Study
Highlights Cost of Failing to Plan For Leader Succession"
Reports from 2006-2007 Program
See related reports from previous
program
June 18, 2008 Forum Report
Yale-Deloitte Report on Communications about
Executive Compensation
and
June 25, 2008 Forum Report
Initial Comments on Yale-Deloitte Report
For other news and Forum reports
prior to July 2008,
see
Advisory Voting Project
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News Reports
The Deal
July 10, 2020
"Negative Say-On-Pay Votes Signal ‘Blood in the
Water’ for Activists"
Bloomberg
February 2, 2018
"Big Pay Packages Are a Powerful
Weapon for Activist Investors"
"Shareholder votes have focused attention on the link between
compensation and company performance. Here's how hedge funds use
executive pay as a lever."
MarketWatch
Opinion
July 16, 2015
"What you can do about obscenely high executive pay"
New York Times
Fair Game
May 16, 2015
"Shareholders’ Votes Have Done Little to Curb Lavish
Executive Pay"
New York Times
Fair Game
October 12, 2013
"When the Stock Price Hides Trouble"
New York Times
Executive Pay
Report
June 30, 2013
"An Unstoppable
Climb in C.E.O. Pay"
Top1000Funds
April 10, 2013
"Swiss referendum: funds’ headache or investor
utopia?"
New York Times
April 7, 2013
"If Shareholders
Say ‘Enough Already,’ the Board May Listen"
IR Magazine
Inside Investor Relations
May 14, 2012
"Say on pay: round two"
New York Times
April 8, 2012
"When Shareholders Make Their Voices Heard"
Bloomberg
Businessweek
June 16,
2011
"Investor
'Say on Pay' Is a Bust"
"Shareholder
votes rejected executive pay at
less than 2
percent of public companies this year"
Wall Street
Journal
February 6, 2011
"Companies Fight
Back on Executive Pay"
Wall Street
Journal
January 25, 2011
"SEC, in Split
Vote, Adopts 'Say on Pay' Rule"
Reuters
January 5,
2011
"Analysis:
Companies tweak CEO pay packages ahead of vote"
New York Times
(editorial)
September 2, 2010
"The Real Say on
Pay"
Associated Press
(as
published by Bloomberg Businessweek)
May 10,
2010
"AP
IMPACT: Market gains set up CEO pay bonanza"
Wall Street
Journal
May 10, 2010
"Investors Start
to Make Their Voices Heard on Pay"
See also
Wall Street
Journal
May 7, 2010
"Investors Balk at
Occidental Petroleum Pay Practices"
♦♦♦
Wall Street
Journal
March 22, 2010
"Firms Use Third
Party to Judge Executive Pay"
"Boards Tap
Consultants to Bless Compensation Practices;
Critics Complain
Companies Are Just Buying Good Marks"
♦♦♦
IR
Magazine
January 19,
2010
"Investors
want pay info from execs, not RiskMetrics"
see also
IR
Magazine
March 1, 2010
"Insurer
demands executive remuneration disclosure"
♦♦♦
Financial Times
January 14, 2010
"Siemens chairman
to meet investors"
♦♦♦
Agenda
December 14,
2009
"Investors
Outline Priorities for Voting on Comp Plans"
♦♦♦
Fortune
(as published
by CNNMoney.com)
November 16,
2009
"Why 'say on
pay' won't work"
♦♦♦
Agenda
October 26,
2009
"A Way Around
Powerful Proxy Advisors?"
♦♦♦
IR
Magazine
October 22,
2009
"Investors
and directors call for say-on-pay dialogue"
♦♦♦
Financial Times
October 17, 2009
"A revival of
fortunes"
and
"Countdown to next
crisis"
♦♦♦
Agenda
September 28,
2009
"RiskMetrics: A
Growing Problem for Boards?"
♦♦♦
Washington Post
September 26, 2009
"Shareholders Say Yes To Executive Pay Plans"
♦♦♦
Reuters
September 18,
2009
"Microsoft
shareholders vote on exec pay"
♦♦♦
MarketWatch
September
14, 2009
"Compensation critics get new weapons"
♦♦♦
The
Economist
August 6,
2009
"Regulating
executive pay in America | Knotting the purse-strings"
See also
New York Times
August 9, 2009
"Imperfect Politics of Pay"
♦♦♦
New York Times
August 1, 2009
"House Approves
Limits on Executive Pay"
See also
MarketWatch
July 28,
2009
"Key House
panel approves say-on-pay bill"
and
Bloomberg
July 31, 2009
"U.S. Limits
on Bank Pay, Bonuses Face Senate, Obama Skepticism"
♦♦♦
Reuters
July 22, 2009
"'Say on pay'
rolls forward, but some investors wary"
♦♦♦
USA Today
July 17, 2009
"Proposal
gives shareholders non-binding say on exec pay"
and
"CEOs openly
oppose push for say-on-pay by shareholders"
See also subsequent
RiskMetrics/"ISS" Risk
& Governance Blog
July 17,
2009
"Rep. Frank Releases
Advisory Vote Legislation"
♦♦♦
New York Times
June 12, 2009
"House Panel
Clashes Over Pay Restrictions"
see also
Wall Street
Journal
June 10, 2009
"New Pay
Guidelines Raise Questions"
♦♦♦
New York Times
June 8, 2009
"U.S. to Propose
Wider Oversight of Compensation"
♦♦♦
Financial Times
June 2, 2009
"European investors
balk at director pay"
♦♦♦
New York Times
May 17, 2009
"When a Company
Tries It, a ‘Say on Pay’ Works"
♦♦♦
IR
Magazine
May 13,
2009
"Carpenters
target pay at Procter & Gamble and 19 others"
♦♦♦
Wall Street
Journal
April 25, 2009
"Investors, Take
Note: New Bill to Target Boards, 'Say on Pay'"
♦♦♦
IR Magazine
April 23, 2009
"Should IR have a say
on say on pay?"
♦♦♦
Corporate Secretary
April 2009
(cover story)
"State of pay"
♦♦♦
Wall Street
Journal
April 6, 2009
"Companies Seek
Shareholder Input on Pay Practices"
♦♦♦
New York Times
March 20, 2009
"Regulators Worldwide Scrutinize Bankers’ Pay"
♦♦♦
Wall Street
Journal
March 11, 2009
"RiskMetrics'
Words Gain Currency"
♦♦♦
Wall Street
Journal
February 27, 2009
"Hundreds of Firms
Must Grant 'Say on Pay'"
♦♦♦
Wall Street
Journal
February 13, 2009
"Shareholders
Renew Push to Regulate Executive Pay"
♦♦♦
Wall Street
Journal
January 28, 2009
"Intel Joins Move
to Put Pay Plans to Vote"
♦♦♦
Investor
Relations Magazine
January
2009
Editorial:
"Swept up"
♦♦♦
Financial Times
January 6, 2009
"Fear of falling"
♦♦♦
Agenda
December 22,
2008
"Boards Prepare
for Say-on-Pay Era"
♦♦♦
Investor
Relations Magazine
December 5,
2008
"Even major
investors wary of 'say on pay' legislation"
"Pros may not outweigh
cons, forum participants say"
♦♦♦
New York Times
October 19, 2008
"We’ll Rescue You
on Four Conditions"
♦♦♦
Financial Times Agenda
July 7, 2008
"Divisions Grow
Within Say-on-Pay Movement"
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