'Fudge' weakens top pay reforms: Cadbury accused of failing to press companies to disclose the true value of directors' pensions

SIR ADRIAN Cadbury's committee on corporate governance has been accused of 'cold, calculated fudge' after turning down a proposal to force companies to reveal the true value of pensions awarded to senior executives.

Sir Adrian, chairman of the committee designed to clean up the boardroom and make directors' rewards more transparent, had sympathy with the proposed reform but has now changed his mind.

Companies are obliged to reveal the size of the pension contribution they make in respect of the chairman and highest- paid director. But this figure does not necessarily give any indication of the amount the directors will receive from the pension fund.

Many executives have their pensions enormously inflated as a result of receiving a large pay rise just before retiring. Most defined pension benefits are based on a fraction (up to two- thirds) of final pay.

Sir Patrick Sheehy of BAT Industries, Sir Anthony Tennant of Guinness and Rodney Galpin of Standard Chartered all received substantial pay rises in their final years as chairmen.

A commonly recognised, actuarial rule of thumb is that a pounds 100 pay rise in the final year leads to an extra pounds 1,000 of total pension income during the remaining lifetime of the executive and his or her spouse.

The Cadbury Committee has now rejected the proposal that companies should report the expected additional pension entitlement of their senior directors, rather than the annual company contribution.

The reform was proposed by Alan Smallbone, a Justice of the Peace and chairman of the trustees of the Pension and Population Research Institute. It would oblige businesses to estimate the likely future cost to the company pension fund of pay rises to senior executives. It would reveal, for example, how much more Sir Patrick Sheehy's pension will be as a result of his last pay rise at BAT Industries from pounds 638,000 to pounds 981,000. His base pay, normally the basis for pension calculations, was raised from pounds 580,000 to pounds 624,000.

Sir Patrick, whose controversial report on the police last month attacked the jobs-for-life culture of the force, can expect the maximum possible pension, after working continuously at BAT for 43 years.

Similarly, the proposal would reveal the expected pension boost to Sir Anthony Tennant when his final-year basic pay rise as chairman of Guinness took him from pounds 625,000 to pounds 777,000.

His pension is estimated to be about pounds 500,000 a year after Guinness decided to top up his company pension with an indexed pounds 204,000 annual payment. Earnings per share - the commonest measure of performance - fell last year. To buy a pounds 500,000 annuity for someone of Sir Anthony's age would cost around pounds 5m.

Sir Anthony's successor, Tony Greener, is already assured a pension of at least pounds 400,000 a year when he reaches the age of 60. He is to get two-thirds of his final-year base salary, which has already reached pounds 600,000 after his pounds 175,000 rise last year.

Rodney Galpin's pay was increased from pounds 328,000 (of which he waived pounds 25,000) in 1991 to pounds 393,000 last year. Standard Chartered's earnings per share over the same period - fell from 44.3p to an 18.2p loss before exceptional property profits.

By contrast, Sir Owen Green took a pay rise of just pounds 804 to pounds 218,000 in his final year as chairman of the highly successful conglomerate BTR. Sir Owen, who retired in May, has attacked boardroom greed, and especially large pay rises to managers with little entrepreneurial flair.

Pensions are either paid out of group schemes, normally based on a fraction of final pay, or special schemes set up for the benefit of directors, known as money purchase schemes. Either way, the money comes from shareholders and/or the contributions made on behalf of more junior employees.

The precise figure will depend on the terms of the pension scheme, the ages of the executive and his or her spouse, length of service and whether the scheme is inflation-proofed.

Gina Cole, secretary to the Cadbury Committee, has written to Mr Smallbone saying that the wording of its code of best practice would remain as it stands. The code calls for relevant information about directors' 'contributions' to be made known.

This is despite the earlier personal view of Sir Adrian. In a letter to Mr Smallbone, dated 16 March, he agreed there was 'room for confusion here'.

He wrote then: 'I fully understand the point you make and, on reflection, a word such as 'entitlements' would have been more appropriate than 'contributions'. I would personally expect companies to interpret 'contributions' in a general, rather than in a technical sense . . .'

Mr Smallbone commented: 'He agreed with me then. But he's clearly been nobbled. Company directors don't want this widely known.'

Referring to the code of conduct, he said: 'What was intended to ruthlessly reveal the emoluments of senior directors is beginning to turn into cold, calculated fudge.'

Sir Adrian described his March letter to Mr Smallbone as 'off the cuff'. When he presented his idea to the wider committee, he was told it would have the effect of weakening the code and reducing its precision. 'I've certainly not been nobbled,' he said.

'We can't do anything about it. We can't rewrite the report every five minutes. It's up to shareholders to institute inquiries where they feel they are not getting enough information.'

Suggestions like these would be looked at again when the Cadbury Committee's successor body convenes in 1995. It would also look into the controversy surrounding rolling contracts, which enable unsuccessful executives to pick up six- and sometimes seven-figure golden handshakes.

(Photographs omitted)