Fat cats face new curbs as shareholders revolt

Bosses are facing growing pressure to show restraint over pay as the debate over bonuses moves beyond banking to impact the rest of corporate Britain.

Bankers' pocketing fortunes while their employers are propped up by the state has rather obscured the issue of boardroom pay over the last couple of years.

That is rapidly changing. The last few weeks have seen a flurry of remuneration related issues working their way up the agenda. This is poised to increase as annual report and AGM season for companies with a 31 December financial year end gets into full swing in the next month or so.

In recent weeks, Shell's imposition of a boardroom pay freeze and a promise to change its ways after the embarrassment of having its remuneration report rejected by shareholders last year has been followed by a row over EasyJet's pay policy and controversies at Grainger, Punch Taverns and Bellway. Prior to that Mark Bolland caused a storm over his £15m "golden hello" for joining Marks & Spencer from the grocer Morrisons.

It seems that the debate over pay is spreading beyond the banks – although it will be fascinating to see how Stephen Hester at state-backed RBS and Eric Daniels at state-backed Lloyds respond to the decisions by Barclays chief executive John Varley and President Bob Diamond to waive their bonuses next week. Neither company was commenting last night.

Shareholders are (finally) showing their claws on the issue of boardroom pay and directors up and down the country are beginning to realise that they mean business.

Shell may not be the last company to see its remuneration report voted down as shareholders pay heed to the impact of the financial crisis. Like it or not, executives are going to have to start showing the same sort of restraint that they have been imposing on their employees.

"People are taking this very seriously this year. We are taking stock of the changed financial and economic environment in a way that was probably a bit early to do last year," explains Michael McKersie, assistant director, investment Affairs at the Association of British Insurers, one of the most powerful shareholder groups.

Earlier this month the ABI wrote to the chairman of all company remuneration committees to urge them to consult with shareholders over executive pay packages and to show some restraint. The letter, accompanied by a statement of the ABI's guidelines, warns companies against indulging in some of the more contentious practices of the past.

The ABI argues that engagement and dialogue has, however, been an ongoing process, even though the crisis has served to concentrate minds. But shareholders do appear to be showing more of a willingness to wield a big stick, and wield it in public. And to some companies this has proved to be something of a shock.

Says David Paterson, from the National Association of Pension Funds: "People have taken note of the fact that shareholders have been taking a more robust line. A number were surprised at the strength of feeling last year. It is always hard to judge but I think it is fair to say that attitudes have hardened."

Like the ABI, the NAPF has made its feelings clear, writing to the chairs of FTSE 350 companies in November to say that its members expect to see "on going restraint" when it comes to the packages awarded to chief executives in 2010, not least because of the difficult economic environment.

That "restraint" includes freezing salaries a la Shell together with bonuses and long-term incentive schemes. In the latter two cases it has not been unusual for companies to grant "stealth" pay increases through, for example, increasing the percentage of basic that can be earned through the annual bonus or by easing performance criteria executives have to meet to receive their bonuses, all the while claiming they are still "stretching" (and they are always stretching).

"Both companies and investors have been encouraged to improve dialogue and we do seem to have got an improved dialogue this year if you compare with cases last year," argues Mr Paterson. "But shareholders are continuing to take a robust line."

Mr Paterson does say that the NAPF is willing to accept that companies are in a "living market" and have to respond to it when framing the remuneration packages for executives.

But, he says, members will be looking for "robust justification" from businesses if they fail to show the restraint and engage in behaviour seen as inappropriate.

While both the ABI and NAPF keep stressing that "dialogue" between companies and their shareholder is improving, the latter do appear to be more prepared to talk tough when they feel the need. And it seems that more names will be added to the list of corporate miscreants by the spring.

It is not just because of the economic chill that shareholders are taking action. There has been mounting pressure from politicians and regulators for them to do more. This culminated in the Walker review last year.

While that was aimed at the banking industry, many of its conclusions have been extended beyond the narrow confines of the financial services industry. In particularly Sir Davids Walker's call on institutional shareholders to do more to steward the companies in which they invest. His description of those shareholders as behaving like "absentee landlords" has hit home and new guidelines have swiftly followed.

No one could criticise F&C Asset Management as an "absentee landlord". It has never been afraid of taking a strong stance where it feels the need, and in public too, voting against all the big banks' remuneration reports last year with the exception of HSBC where F&C abstained. That was because the fund manager detected a willingness to start a reform process.

F&C's head of governance George Dallas, however, says there has been more willingness to act among colleagues. And he welcomes this because the alternative could be more, and prescriptive regulation, regardless of the colour of the next government. The need to stave this off is something about which all sides agree.

Mr Dallas says he believes there is a need for institutions to engage both smaller institutions and those from overseas. "One of the challenges we have is to reach out to smaller institutions and to institutions outside of the UK," he says.

Ultimately, Mr Dallas says that Britain's corporate governance system works and the flexibility for companies to either comply with guidelines or explain why they don't is a good one that affords businesses the flexibility that they need. But he says that where this starts to break down, where explanations are submitted that are not good enough, the market has to act because if it doesn't government and regulators will act for it.

"The whole premise of comply or explain if you're not going to abide by the guidelines is a good one," explains Mr Dallas. "But if this breaks down you are going to have prescriptive regulation. To avoid that happening you have to ensure that market forces play their part. You have to be willing to speak out where things are not good. If investors fail to provide a robust response where there are issues, government will step in."