Swiss pension fund group Ethos rejects Novartis’ proposed reform of CEO pay

Swiss proxy advisor Ethos has urged fellow investors in Novartis to join it in opposing a proposal by the pharmaceutical firm to reform the way its CEO is paid, saying the proposal does not go far enough in ending Novartis’ practice of paying that executive too much. In a proxy report ahead of a vote at Novartis’ annual general meeting (AGM) Ethos welcomed the proposal on the grounds that it made the CEO’s variable compensation more dependent on the achievement of performance targets. But it said it was recommending that shareholders nonetheless vote against because the compensation to be paid if targets were met was still extraordinarily high. According to its calculations, Novartis’ CEO (currently Joseph Jimenez) would earn at least CHF10.5m (€8.5m) and at most CHF19m. Last year, Jimenez’s total compensation was CHF13.2m. Novartis has scheduled the consultative shareholder vote on the proposal at its annual meeting on February 22 in Basel. The vote is a surprising turn-about for the firm, which had previously resisted any reform to its CEO’s compensation. It comes just four weeks before an historic national referendum on the so-called “Minder initiative,” a measure that would makeshareholder votes on executive pay mandatory and binding. Ethos also took issue with Novartis’ claims that its CEO pay was consistent with what other drug companies paid top executives, noting that too many of them were in the US: “Several large European firms such as Bayer (CEO 2011 pay: €5m), Merck (€5m) or Novo Nordisk (CHF3m) are not included in the peer group,” said Ethos. Finally, Ethos reserved some criticism for Daniel Vasella, the former CEO and chairman, whose compensation Ethos has railed against for several years. Novartis plans to retain Vasella as an advisor and has given him the title of honorary president. Ethos said it was regrettable that no details on Vasella’s contract or pay have been disclosed. Representing around 130 Swiss pension funds and foundations, Ethos is well known among shareholders of listed firms in Switzerland. In Novartis’ case, the shareholders Ethos will seek to influence include the Capital Group Companies (5% stake), the Novartis Foundation for Employee Participation (4%), Swiss private equity firm Emasan AG (3.3%), BlackRock (3%) and Norges Bank (2.3%).