Investors get first US executive say-on-pay vote as pressure mounts

Shareholders will get one of their first ever say-on-pay votes over executive compensation at a US corporation on May 5th when insurer Aflac puts a revision of board remuneration to its annual general meeting (AGM). At least one proxy voting agency, PIRC in the UK, has said it will vote against the proposals because of concerns over the removal of a maximum limit for the company’s annual executive incentive plan. However, US proxy voting agency RiskMetrics says it is supporting the proposal, which is likely to be passed at the AGM. The say-on-pay at Aflac heralds growing pressure from investors over executive compensation. Last week, AFL–CIO, the largest federation of trades unions in the US, which has influence over billions of dollars of US pension assets, renewed calls for the Senate to pass a say-on-pay bill calling for an annual non-binding shareholder vote on executive compensation, which has already passed the House of Representatives. The Shareholder Act on Executive Compensation, which was introduced to the Senate by Barack Obama, has met resistance from the current US administration which says it does not believe Congress should oversee executive pay. If passed, the act would allow shareholders a voteon board pay and contracts every year beginning in 2009. The bill would also enable shareholders to cast a non-binding vote on so-called “golden parachute” pay-outs to executives when they leave the company. Investor groups in Canada are also lobbying hard for a similar vote on executive pay, saying that companies are making huge pensions, severance benefits and incentive rewards that are not related to company performance.
Say-on-pay votes have been standard corporate governance practice in the UK since 2003, and Australia since 2005. European investors have also become increasingly active over executive pay, particularly in the Netherlands. In March, shareholders of Philips, the Dutch electronics giants rejected an amended executive pay plan, the first time this has happened. Separately, AFL–CIO said it was also lobbying Congress for legislation to create a “shareholder bill of rights,” including allowing shareholders access to corporate proxy materials to nominate directors and eliminate uninstructed broker voting in elections of directors. The union federation said it was seeking the support of legislators on financial-services related committees as well as pension fund organisations for the bill.