James Moore: There's a ray of light in this sorry saga of corporate excess at Glencore and Xstrata

Outlook: Non-executive directors, who are hired to act in shareholders' rather than executives' interests, may take their jobs more seriously

Could something good come from the takeover of Xstrata by Glencore, up until now an example of everything that is bad about modern multi-national corporations and how they are governed?

Yesterday, Xstrata's increasingly fractious band of shareholders were granted another concession in an attempt to get them to vote in favour of a deal which is a guaranteed winner for executives but of much more debatable benefit to them.

In addition to securing improved terms from Glencore, Xstrata's shareholders will now get a separate vote on whether to approve an unconscionable £140m package of bonuses to be shared between their company's executives if they stay with the mining giant after the deal completes.

Previously, if investors wanted to back the deal they had to back the bonuses, which left the more financially responsible and progressive fund managers in something of a bind.

So why aren't governance campaigners cheering the company's apparent volte-face?

Well, it isn't as simple as it looks, and should that really be any surprise, given the conduct of Xstrata's supine non-executive directors up until now? The takeover (the fact that it's still being labelled a merger should alert the Booker Prize committee) is being accomplished by a scheme of arrangement, which requires 75 per cent support.

Under the arrangements unveiled yesterday, Xstrata shareholders will have two votes at a meeting this month: support the deal subject to the bonus plan being approved at a later meeting, or support the merger only if the pay plan is rejected. If shareholders back the deal regardless of the bonuses, they can back both.

A later meeting will consider a motion on the bonus scheme that requires only a simple majority to be passed. And based on the result of this second vote, only one of the two earlier votes will be applicable. The other won't matter.

In setting it up like this, Xstrata's board is attempting to have its cake and eat it by manipulating the process to achieve the best chance of the outcome it wants.

This, after all, is the same board that tried to hand Xstrata to Glencore on the cheap and give executives the retention bonuses without any performance criteria.

Xstrata's chairman, Sir John Bond, has been here before. While executive chairman of HSBC he gave the boss of Household, a US sub-prime lender he'd taken over, a $57m (£35m), three-year pay package and use of a corporate jet.

A similar argument was used to justify the package handed to William F Aldinger III as is being used to justify the huge payments being offered to Xstrata's bosses. They are all held to be uniquely talented individuals without whom a company would wither on the vine. The poor old non-executive directors are just looking out for shareholders' best interests. Honest!

As we now know, Sir John's assessment of Mr Aldinger was somewhat questionable. After he had gone Household went pop, spectacularly, forcing HSBC into the first profit warning in its long history. And the second. Household is now being run off.

So where's the ray of light in the current depressing tale of corporate excess? Well at least one investor, Knight Vinke, has had enough. Its statement saying it would "consult with other shareholders with a view to taking steps that will strengthen the independence of the Xstrata board" indicates that Sir John and his Xstrata cronies will face a fight when they stand for re-election.

If this ultimately means that other non-executive directors, who are hired to act in shareholders' rather than executives' interests, take their jobs more seriously in future, then there will be some benefit derived from this sorry saga.

Forget pensions – we'll be working till we drop

Auto-enrolment into workplace pensions began for bigger companies yesterday, and most people would say that it's a good thing.

Britain has an ageing population in which longevity is increasing and saving is low. So having more people saving into pensions and having their employers contributing alongside them is a good thing, right?

Well, up to a point. Legal & General (L&G), a pensions company, has become one of the more progressive financial services providers. Yesterday it issued a lengthy report which argues that even with auto-enrolment, those without the sort of copper-bottomed pensions now absent from the private sector (and being chipped away at in the public sector), are going to have to realise that the idea of a comfortable retirement at 65 is likely to be a fantasy. We really are going to have to work until we drop.

So forget saving for a pension, many people might actually be better off spending their limited resources on protection insurance to sustain their families should an increasingly common shock (such as redundancy) shatter their best-laid plans.

Then there are the traditional 25-year mortgages that seem poorly suited to a modern Britain where the average age at which people buy their first home is 35. And rising. The report argues that they should be scrapped.

It all makes for an interesting contribution to a debate that needs airing. But is the industry listening?

L&G might be progressive, but most of its peers are anything but. They trundled along for years getting fat through selling expensive, inflexible contracts, and are still bitching about their loss.

Similar reports have been written before, and while financial services has been though considerable changes, the reform process is still lagging well behind the changes rapidly reshaping modern Britain.

The problem with issues of tomorrow, like those L&G raised, is that they can always be set aside to a later date in favour of dealing with more pressing concerns.

Start your day with The Independent, sign up for daily news emails
ebooks
ebooksA special investigation by Andy McSmith
  • Get to the point
Latest stories from i100
Have you tried new the Independent Digital Edition apps?
Independent Dating
and  

By clicking 'Search' you
are agreeing to our
Terms of Use.

iJobs Job Widget
iJobs Money & Business

SThree: Trainee Recruitment Consultant

£20000 - £25000 per annum + OTE £45,000: SThree: SThree Group have been well e...

Ashdown Group: IT Manager / Development Manager - NW London - £58k + 15% bonus

£50000 - £667000 per annum + excellent benefits : Ashdown Group: IT Manager / ...

Recruitment Genius: Sales Consultant / Telemarketer - OTE £20,000

£13000 - £20000 per annum: Recruitment Genius: Scotland's leading life insuran...

Ashdown Group: Training Programme Manager - City, London

£40000 - £45000 per annum + benefits : Ashdown Group: Training Programme Manag...

Day In a Page

NHS struggling to monitor the safety and efficacy of its services outsourced to private providers

Who's monitoring the outsourced NHS services?

A report finds that private firms are not being properly assessed for their quality of care
Zac Goldsmith: 'I'll trigger a by-election over Heathrow'

Zac Goldsmith: 'I'll trigger a by-election over Heathrow'

The Tory MP said he did not want to stand again unless his party's manifesto ruled out a third runway. But he's doing so. Watch this space
How do Greek voters feel about Syriza's backtracking on its anti-austerity pledge?

How do Greeks feel about Syriza?

Five voters from different backgrounds tell us what they expect from Syriza's charismatic leader Alexis Tsipras
From Iraq to Libya and Syria: The wars that come back to haunt us

The wars that come back to haunt us

David Cameron should not escape blame for his role in conflicts that are still raging, argues Patrick Cockburn
Sam Baker and Lauren Laverne: Too busy to surf? Head to The Pool

Too busy to surf? Head to The Pool

A new website is trying to declutter the internet to help busy women. Holly Williams meets the founders
Heston Blumenthal to cook up a spice odyssey for British astronaut manning the International Space Station

UK's Major Tum to blast off on a spice odyssey

Nothing but the best for British astronaut as chef Heston Blumenthal cooks up his rations
John Harrison's 'longitude' clock sets new record - 300 years on

‘Longitude’ clock sets new record - 300 years on

Greenwich horologists celebrate as it keeps to within a second of real time over a 100-day test
Fears in the US of being outgunned in the vital propaganda wars by Russia, China - and even Isis - have prompted a rethink on overseas broadcasters

Let the propaganda wars begin - again

'Accurate, objective, comprehensive': that was Voice of America's creed, but now its masters want it to promote US policy, reports Rupert Cornwell
Why Japan's incredible long-distance runners will never win the London Marathon

Japan's incredible long-distance runners

Every year, Japanese long-distance runners post some of the world's fastest times – yet, come next weekend, not a single elite competitor from the country will be at the London Marathon
Why does Tom Drury remain the greatest writer you've never heard of?

Tom Drury: The quiet American

His debut was considered one of the finest novels of the past 50 years, and he is every bit the equal of his contemporaries, Jonathan Franzen, Dave Eggers and David Foster Wallace
You should judge a person by how they peel a potato

You should judge a person by how they peel a potato

Dave Hax's domestic tips are reminiscent of George Orwell's tea routine. The world might need revolution, but we like to sweat the small stuff, says DJ Taylor
Beige is back: The drab car colours of the 1970s are proving popular again

Beige to the future

Flares and flounce are back on catwalks but a revival in ’70s car paintjobs was a stack-heeled step too far – until now
Bill Granger recipes: Our chef's dishes highlight the delicate essence of fresh cheeses

Bill Granger cooks with fresh cheeses

More delicate on the palate, milder, fresh cheeses can also be kinder to the waistline
Aston Villa vs Liverpool: 'This FA Cup run has been wonderful,' says veteran Shay Given

Shay Given: 'This FA Cup run has been wonderful'

The Villa keeper has been overlooked for a long time and has unhappy memories of the national stadium – but he is savouring his chance to play at Wembley
Timeless drama of Championship race in league of its own - Michael Calvin

Michael Calvin's Last Word

Timeless drama of Championship race in league of its own