Expect change to more than top people's pay

Economic Review
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The earth has moved. Until a week ago it was still possible to argue that pay for senior executives was likely to remain a matter to be settled within the private sector: that whatever view one took of the issue itself, the difficulties of framing appropriate legislation on boardroom pay were such that, for all practical purposes, top executives would continue to set their own rewards.

That is not going to happen. The British Gas experience last week has seen to that. Whether the system is altered by legislation (presumably under a new government), or whether by the procedural changes being discussed at the moment by this government, is almost a detail. There will be change.

But what will be the effects of such change? Virtually all the debate up to now has either been on the issue itself - whether one should try to justify the present system - or on ways in which it might be modified. But surely more interesting in the long run will be the changes to our economic system that will result.

We can only catch a glimpse of these at the moment, but it is not too early to set down some of the things that might happen. Here are 10 trends, most of which are already evident, but which seem certain to become much stronger.

First, we are going to see directors of public companies being forced to remember that they are acting as custodians of shareholders' money: that - whether they are executives or non-executives - when acting as a director they have a fiduciary duty to shareholders that is paramount. They may also have executive responsibilities; they may also sit on board committees which have specific tasks such as determining executive renumeration; but directoral responsibility is paramount.

Second, expect this to be reinforced by the law. Expect more lawsuits by groups of shareholders testing whether directors have fulfilled their obligations. For example, have they taken appropriate independent professional advice before making or supporting key decisions? At the moment directors have to do something pretty dreadful to fall foul of the law. Expect case law gradually to redefine the role.

Third, one result of this will be a more explicit distinction between executive and non-executive directors. In law they have the same duties; in practice they have utterly different roles. Without getting into the debate about the merits and demerits of unitary boards (as opposed to two-tier ones) I suspect that we are in the early stages of redefining the way in which boards of quoted companies will work, with non-execs having to act in the public as well as the shareholder interest.

Four, a further effect of that will be the "professionalisation" of the non-executive director: the job will be much more closely defined. It will also need to be reasonably well paid, for otherwise the risk-reward ratio could become very unattractive.

Five, share options will be used much more sensitively to reward performance, rather than being doled out to all and sundry. Part of the natural job of directors, as representatives of shareholders, will be to curb dilution of equity. In fact, given the similar tax treatment of capital gains and income, the case for lavish share options is much less than it was a decade ago, when the practice was much less prevalent.

This leads to number six, tax: one of the inevitable effects of the British Gas business is that a new Labour government, either on its own or in coalition, will have to increase income tax on top pay. The probable threshold will be pounds 100,000, the probably tax rate 50 per cent. This will not raise much additional money; indeed it may actually decrease tax revenues as some high earners relocate and others leave salaried employment and become small businesses. But it is going to happen because politically that is what a lot of people want to happen.

That in turn will lead to effect number seven: further casualisation of the corporate workforce. The process is well-charted in a new book* by Anthony Sampson published yesterday . The point here is that the qualities that companies offered to employees of security and the qualities of loyalty they expected in return have been swept aside by global competition. Higher taxation shifts the balance of attraction further away from being an employee of a company, and towards becoming a seller of services to that company: more consultants, fewer full-time staff.

Individuals who run successful consultancies do not run into public criticism for the amounts they earn, any more than pop stars or authors do. Indeed they are rather admired for their success. So the sort of people who might be attracted to run large companies will prefer to run their own businesses instead.

Eight, the flip side of that,companies seeking to hold top employees will need to find new ways of rewarding them. If it is difficult to pay enough to keep top talent on board - and share options are increasingly curbed - companies will have to develop other means.

What might they do? Here is a clue. At least one multinational - one of the world's top ten - is concerned that it cannot attract the best graduates any more. The principal reason is not pay (though that is part of the problem); rather that it is unable to offer sufficiently senior positions to high-flyers in their 20s. So one way in which firms might respond is to offer more excitement early in careers.

Nine, old loyalties towards a corporation will tend to be replaced by new ones towards a group of colleagues. You can see this in the rebuilding of the Saatchi empire, or in the way teams of specialists move in the City. Anything that attacks the corporate pay structure of large firms will tend to strengthen these new loyalties at the expense of the old.

And finally, I suspect that the net effect of the concern over boardroom pay will be to increase economic efficiency. It will do so not because companies pay their top people too much but because it will hasten the breakdown of old structures and increase labour mobility at the top of the market. It is a force for change which actually reinforces a process that is already happening. Paying the same people vastly more for doing the same jobs is absurd; thinking carefully about why a firm should pay top staff more is a valuable discipline.

*Company Man - the rise and fall of corporate life. Anthony Sampson, HarperCollins, pounds 20.

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