Payback time for UK's fat-cat bosses

As the spring of shareholder discontent on pay turns into a summer of protest, Mark Leftly looks at options to solve the tensions between boards and the people they are meant to serve

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The Independent Online

As one-time deputy chief of staff and long-term friend to President Bill Clinton, Philip Lader is used to dealing with crises involving a big-name leader. He has also had to develop a thick skin: a former US ambassador to the UK, Lader was invited to appear on the BBC's Question Time days after the 9/11 attacks, only to be slow handclapped and shouted down as the audience expressed their anti-American opinions.

Those attributes should come in handy right now. WPP, the advertising giant of which Lader is chairman, is in crisis, as the institutional shareholders and the public grow angrier and angrier over the almost unimaginable riches that FTSE bosses are raking in.

When WPP's chief executive, Sir Martin Sorrell, saw 60 per cent vote against his £13m pay deal, as well as sizeable minorities of more than 20 per cent vote against the re-election of three non-executives at one of the UK's most successful companies, it felt like the "shareholder spring" had finally sprung.

Sir Martin was the most high-profile scalp of this sudden movement to change the way big firms pay their top dogs, an even bigger name than earlier victims such as Trinity Mirror's Sly Bailey and Aviva's Andrew Moss. They both resigned; Sir Martin is still well supported, but there will surely be a board shake-up.

Lader struck a conciliatory tone, saying that he could "communicate with many shareholders" in the "best interests" of them and WPP itself. Just three days earlier he told this newspaper that shareholders had "a deep misunderstanding about the need for a global company to recruit and retain top talent in the context of international competition".

It seems that WPP was the one who misunderstood. As shown by the Aviva and Trinity Mirror affairs – as well as likely upcoming "shareholder summer" revolts at the mining giant Xstrata and betting group William Hill – WPP can at least take some solace that others have also misjudged the public and investors' mood.

Remuneration will change as a result. Carol Arrowsmith, who leads the Executive Compensation Practice at the big-four accountant Deloitte, says: "The shareholder spring made a lot of companies realise that they need to listen to their shareholders more. It demonstrated that there has to be a proper dialogue."

The business department is poring over responses to a consultation that proposed a binding annual shareholder vote on remuneration, as it is advisory only at the moment, and "greater transparency" in the reports themselves.

That binding vote is an obvious possibility, and there have been suggestions that it could also be used to approve exit payouts when an executive leaves or is pushed. However, there is a growing acceptance that this could prove complicated, making it more difficult to cleanly get rid of a failed executive.

A senior expert in remuneration also notes a gradual softening on the issue of an annual vote to approve pay. More likely, says this source, is a vote every few years so that a pay battle doesn't distract the business on an annual basis.

"There's the possibility of a binding vote every three years," argues the source. "Shareholders want to make sure that the correct pay policy is in place, but then want the directors to just get on with running the business. If you have a vote every year, you just keep tweaking the contracts every year."

What certainly seems on the cards is that pay will be presented in a simpler manner. At the moment, an annual report can show salary, deferred shares, pension options, bonuses and all manner of items that do, as Lader argued, confuse shareholders. Many of the bumper pay packages that have been attacked are bulked up by potential rather than actual remuneration, should shares reach a certain value over several years of an incentive plan. In fact, the likes of Sir Martin argue that such plans are good for shareholders, as they incentivise and reward those who improve the fortunes of the business and they won't get that stock should performance falter.

What would happen is that if a performance plan awards up to 100 shares over three years for excellent work, then the value of that stock would only be included in the executive's pay figure for that last year when they actually receive it. Then, the figure would more accurately reflect whether or not the executive has been paid for performance – 100 shares for outstanding work, 75 for good, nothing if the share price has tanked or if targets have been missed.

Pay presented as a single number would make it easier to compare and benchmark pay of bosses at one company against others in that sector. Simon Patterson, founder of the executive remuneration consultancy Patterson Associates, says: "People are moving towards this single number – in the past it has been difficult to understand just how much people are paid.

"Then, shareholders will be able to take a view whether or not that director is actually worth that amount – most importantly it will change how much pay there is for mediocrity, meaning that there will be more focus on performance."

Institutional shareholders are starting to find themselves unlikely allies from the left, such as the trade union movement. However, a single number and a binding vote is not transformational enough for the left – they want to see a direct link between the lowest-paid worker in the company and the boss.

Gary Smith, the GMB national secretary for the water industry, is keen on this idea. Last week, he led a fight against Severn Trent, which had offered just a 2 per cent pay rise for staff against £250m of recently announced dividend payments to investors, which could result in industrial action.

He argues: "The status quo simply isn't tenable. The debate has moved on to bringing in responsible capitalism. The days of CEOs moving from boardroom to boardroom and getting more and more pay have gone. The key battleground now is over the differential between the ordinary shop floor worker and the chief executive – they will have to find a differential that everyone finds acceptable."

Smith added that the unions will push a future Labour government on this issue, which just goes to show that there is little hope of the Coalition introducing anything quite as dramatic as this anytime soon.

What the unions might find to their liking is that the Business Secretary, Vince Cable, has publicly backed the idea of "earn-back". This differs from the claw-back principle, which is about companies withdrawing undeserved bonuses and itself is likely to become more widespread.

Earn-back is a concept championed by the journalist and economics author Will Hutton. In a Treasury-backed report on public-sector pay last year, Hutton suggested that base salaries could be reduced as a punishment for failing to hit the basic aims of their jobs. He argued that this should be transferred to the private sector, stripping up to 30 per cent off the basic pay of failing executives.

This "double liability", in that both pay and bonuses could be under threat, would certainly please some of corporate Britain's biggest critics. This could be a reform too far for a government that wants to be seen as business-friendly – but politicians are acutely aware that the harder they hit the fat cats, the more votes they are likely to get in the ballot box.

Bonus bosses

Sly Bailey, Trinity Mirror

Bailey stepped down as boss of the troubled Daily Mirror publisher on Friday, six months ahead of schedule. Her resignation was only announced in May, a result of shareholder unrest over the £14m Bailey has received in remuneration in the decade she was in charge. The company has not commented on the reasons why Bailey has left earlier than planned

Sir Martin Sorrell, WPP

The 98 per cent vote in favour of the advertising boss's re-election last week is the sort of landslide that even dictators would envy. However, attempts to mollify investors over his near-£13m remuneration package for last year failed badly, even though this was largely linked to the company's good performance. Sir Martin has grown WPP from a £250,000 company to an empire worth around £10bn

Andrew Moss, Aviva

In May, more than 800 million votes were cast against Aviva's pay plan, with 670 million in favour. Investors were angry at the 33 per cent drop in shares in 2011, but Moss was still expected to receive an 8.5 per cent improvement in his remuneration. A week after the vote, Moss, who had only just made a number of organisational changes, quit

Mick Davis, Xstrata/Glencore

Mr Davis has been one of the best-rewarded chief executives around for a while, but even his considerable wallet will bulge by the terms offered to him to take over the merged Xstrata-Glencore business. He has been offered a three-year retention package worth the best part of £30m, just to ensure that he stays on as boss of the combined group. Xstrata shareholders vote next month

Bob Diamond, Barclays

Diamond's pay was notable for being fiendishly complex, including items like a £5.57m "tax equalisation" payment, and also for being the highest in the FTSE 100. Nearly one-third of votes went against Diamond's £17m pay packet in April, and Barclays replaced its remuneration consultant, Towers Watson, over the fiasco. Chairman Marcus Agius conceded that the situation could have been handled better