Shareholders Push
For Vote on Executive Pay

This week, U.S. Rep. Barney Frank (D., Mass.), the new chairman of the House Financial Services Committee, plans to introduce a revised version of his 2005 bill that aimed to give shareholders power to veto executive-pay deals. He will hold a hearing next week on his latest measure, which instead would require advisory votes.

The activists are taking a page from the British. Since 2003, United Kingdom shareholders have cast advisory votes on corporate compensation policies and how much they pay executives. Investors and companies say the practice, which began after the British government passed a law requiring it for all public companies, has generated more discussion between shareholders and boards.

But it hasn't necessarily curbed compensation.

"We have better disclosure and better accountability," says Ian Jones, head of responsible investment at Co-operative Insurance Society Ltd., an insurance company with about $40 billion under management. But "I don't think it's had much effect on the amount of remuneration."

British CEOs have long made less on average than their U.S. counterparts, but pay in both markets has risen at roughly comparable rates in recent years, with some indications pay may have risen faster in the U.K. than in the U.S. The median salary and bonus for CEOs at 250 large and mid-size U.K. companies totaled £610,000 ($1.2 million) in 2005, the latest year for which data are available, according to the U.K. arm of ISS. That's up 9.9% from 2004 and 35.6% from £450,000 in 2003.

In the U.S., median CEO salary and bonus hit $2.4 million in 2005, up 7.1% from 2004, and up 13.7% from $2.1 million in 2003, at 350 large companies studied by Mercer Human Resource Consulting. The companies in the 2003 and 2005 samples varied somewhat.

Stephen Davis, a fellow at Yale University's Millstein Center for Corporate Governance and Performance who has studied the U.K. experience, says the advisory vote has strengthened the link between pay and performance. For example, pay consultants say the practice has pushed British companies to shift executive compensation toward bonuses and away from big salary increases. But Mr. Davis says "Investors still feel...that pay is not yet fully aligned with performance in the way that they would like."

Mr. Davis says companies and investors are on a learning curve, but he says the vote appears to have helped curb severance packages. At the start of the decade, a three-year payout was standard; today, a one-year payout is "virtually universal," Mr. Davis says. But he says directors worry that investors reviewing dozens of pay plans are issuing "cookie-cutter" judgments rather than evaluating packages individually.

Big U.K. shareholders applaud the increased discussion. Talks, often held in advance of annual meetings, are "more meaningful" than the occasional formal presentations managers used to offer shareholders, says Colin Melvin, head of corporate governance at London-based Hermes Pension Management Ltd., which manages $120 billion in assets.

For instance, in 2003, 50.7% of votes cast by shareholders opposed a pay package for GlaxoSmithKline PLC Chief Executive Jean-Pierre Garnier. The pharmaceutical maker later agreed to overhaul its pay policies and end "what might be deemed 'payment for failure,'" according to its 2004 letter to shareholders. Dr. Garnier's total pay package fell slightly in 2004, to $4.56 million from $4.57 million the year before.

Ahead of the 2004 shareholder meeting, Glaxo sent draft copies of its compensation report to large shareholders, according to Richard Singleton, the director of corporate governance at F&C Asset Management. Mr. Singleton emailed Glaxo's then-chairman, Sir Christopher Hogg, suggesting tougher performance targets for executives to earn bonuses. The company added a clause stating performance targets would consider analysts' forecasts.

"I was delighted," Mr. Singleton says. The clause remains part of Glaxo's compensation policy.

A Glaxo spokesman confirmed the clause was inserted in the 2004 report, but he declined to comment on the process. Sir Christopher couldn't be reached.

Tlk doesn't always translate into action. Early last year, London-based investment manager Amvescap PLC decided to pay its departing chairman, Charles W. Brady, a $9 million bonus. ISS's British arm believed the payment was unjustified, according to director of research David Paterson, and considered opposing the compensation report.

Amvescap's company secretary, Michael Perman, told an ISS analyst that executives considered the bonus reasonable because Mr. Brady had shepherded Amvescap through a tough period and had hired a new chief executive. The analyst wasn't convinced, and ISS recommended that investors oppose the compensation report; at the annual meeting, 48% of votes cast did. Mr. Brady did get the bonus.

An Amvescap spokesman declined to comment beyond a written statement from Amvescap Chairman Rex Adams on the day of the vote: "Over the last weeks, Amvescap has initiated direct discussions with many of our company's major shareholders, and we believe we have a good understanding of their views."

Despite the shortcomings, U.K. investors are among those pushing U.S. companies to adopt the advisory vote. In January, a group of 13 institutional investors, nine British, wrote SEC Chairman Christopher Cox to endorse the practice. The group, which collectively has $1.5 trillion under management, said the votes would bolster communication between shareholders and directors, better link pay with performance and "provide a counter-weight" to rising executive pay. Companies in Australia, Sweden and the Netherlands also grant shareholders a vote on pay.

In the U.S., the American Federation of State, County and Municipal Employees union sponsored "say on pay" resolutions at seven companies last year and 10 so far this year, says Richard Ferlauto, director of pension and benefit policy for AFSCME. ISS says the resolutions last year won an average of 40% support, which is high for new issues.

This year, AFSCME is co-leading a group of companies and shareholders to discuss the idea. The group includes Pfizer, Intel Corp., Schering-Plough and American International Group Inc., as well as the California Public Employees' Retirement System and other funds.

Some corporate participants in the group think the concept has merit, but they worry about the mechanics. One sticking point: How to give shareholders a voice on elements of a pay package that companies are legally bound to pay, such as an executive's deferred compensation? "You create an expectation that you can do something about it" if investors reject the package, says one person close to the situation.

Alex Kelly, head of investor relations at Schering-Plough, says the company is willing to consider letting shareholders vote on pay. "We're willing to listen," he says.

Other companies oppose the notion. In a statement to be included in its proxy, Wells Fargo argues that an advisory pay vote "would provide no clear or meaningful guidance" because directors wouldn't know which portion of compensation investors objected to. Shareholders already have plenty of ways to tell directors what they think, the company states. Wells Fargo also contends that the U.S. and U.K. corporate systems have "significant differences in regulatory and corporate governance policies and practices."

Other companies aim to keep the proposal off the proxy. WellPoint contended to the SEC staff that the proposal could be kept off the ballot; SEC rules allow companies to exclude proposals in some circumstances, including if it's "misleading." On Friday, WellPoint was notified that the SEC staff agreed "there appears to be some basis for your view." So WellPoint will now keep it off the proxy, a spokesman says. A spokeswoman for proposal submitter Connecticut Retirement Plans and Trust Funds said it won't try to appeal to the SEC. Instead, it will support the say-on-pay idea in other ways, such as by supporting legislation Mr. Frank plans to introduce.

Another company, Northrop Grumman, has also argued to the SEC that the proposal should be kept off the proxy. As of Friday, the company had not heard back, a spokesman said.

-- Joann S. Lublin contributed to this article.

Write to Erin White at erin.white@wsj.com³ and Aaron O. Patrick at aaron.patrick@wsj.com⁴