Investors told to watch executive pay
By Miriam Steffens | smh.com.au | 24 June
InvestorsĀ have been urged to remain sceptical about a rash of companies freezing executive pay in response to the market downturn, with the real extent of bosses' salaries unlikely to be known until later this year.
Most of the cuts announced so far were contained to the fixed component of managers' remuneration, which makes up a mere third of their pay packages, shareholder activists and corporate governance experts warned yesterday. And details are scant about how short-term bonuses and long-term incentives will be affected.
"I would rather suspend any judgments until I see the finer details of the total deal that's being put before chief executives and other executives in terms of not just the level of cash remuneration," said John Shields, an associate professor at the faculty of economics and business at the University of Sydney. "Are boards getting tougher on how they define performance?"
Investors feeling the pain from falling share prices and dividends won't get any clarity over the actual pay levels for bosses until this year's annual reports are published between August and October. "It can't automatically be assumed that the outcome of short- and long-term incentives will be a reduction," Professor Shields said.
He made his comments after Telstra this week joined the list of Australian companies announcing pay cuts or freezes for their top brass - just a month after it faced shareholder outrage over the pay for the former chief executive, Sol Trujillo. Telstra said that its 200 most senior executives would see their fixed pay frozen from the financial year beginning in July, with average pay rises for other employees capped at 2 per cent.
The American earned more than $30 million in cash alone over the four-year term of his contract, taking home a $3 million "termination" package.
Wesfarmers last month also froze the base pay of its most senior executives for two years and scaled back bonus payments in the wake of the global downturn, while ANZ Group and AMP ruled out salary rises for its top managers, and the Commonwealth Bank's chief executive, Ralph Norris, agreed to take a 10 per cent base wage cut. Other companies who have put the brakes on executive salaries include Westpac, Fairfax Media and Qantas. Others, such as National Australia Bank, argue that their top brass take haircuts as falling earnings will crimp the extent of short- and long-term bonuses, and equity awards are less likely to vest.
The moves reflect the escalating pressure on boards to wind back the growth in executive pay, which has almost doubled since 2000, with shareholders increasingly frustrated over what many perceive as excessive remuneration in light of the battering they have taken. Companies such as Qantas, Telstra and Austar have faced investors venting their anger at multimillion-dollar pay packages at shareholder meetings, forcing their boards to re-evaluate their approach to executive remuneration.
"Boards are a lot more sensitive to shareholder outrage," said Sandy Easterbrook from the proxy adviser CGI Glass Lewis. "That is keeping them on their toes a bit more."
Excluding shares, options and long-term incentives, the average total pay for chief executives and managing directors at Australian companies is reported to have increased 20 per cent last year, compared with a 40 per cent decline of the local sharemarket.
"The base pay has been a one-way train," said Martin Lawrence from the corporate governance group RiskMetrics. While welcoming the salary freezes, he reckons that "what will be very interesting to see is what happens to cash bonuses" which had become much larger and easier to get since 2000.
Remuneration adviser John Egan of Egan Associates said the imposed salary caps were likely to limit the level of cash and equity incentives, as they were largely derived from base pay.
"It'll become lip service if, when annual reports come out, salaries are frozen but bonuses are up because that would be somewhat inexplicable," he said. While managers' total rewards increased some 10 per cent in 2007-08, "I would say it would be a lot less this year, I expect it will decline in real terms."
Mr Easterbrook also believes that "if pay is linked to performance it should come down when results are not so good," tipping that boards "will actually hold the line". But with many of the pay-freeze programs not taking effect before the new financial year about to start, retail shareholder representatives said the moves may be too little too late.
"The global financial crisis has been with us for 18 months, and companies have been slow to react to the economic climate," said Stephen Matthews, chairman of the Australian Shareholders' Association. Boards should have made their cuts "a lot sooner", rather than freezing executive pay at the high levels reached by now, he said, adding that executives won't be suffering as much as shareholders.
First published by Smh.com.au on June 24 2009
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