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
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The Independent Online

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.