Rebels called to arms over new pay deals

Two more companies' see executive packages fall foul of investor ire as 'shareholder spring' widens
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The Independent Online

Substantial investor rebellions against executive pay at industrial ceramics group Cookson and online gambling giant 888 Holdings are expected this week, as the "shareholder spring" continues unabated.

The leading shareholder voting advisory bodies, the Association of British Insurers and Pirc, have issued damning statements over the two companies' pay policies.

In the past, such advice has generally gone unheeded, but huge votes against remuneration of executives at the likes of insurer Aviva, media group Trinity Mirror, and car dealership Pendragon have shown that investor attitudes have changed.

Cookson's annual meeting takes place on Thursday, and Pirc has advised shareholders to vote against the group's remuneration report.

Pirc said: "It is alarming that the remuneration committee saw fit to make an annual bonus award to the CEO [Nick Salmon] despite the loss made on voluntary disposal of the loss-making US precious metals business."

The body also advised investors to vote against the re-election of the entire board. Mr Salmon came in for particular criticism, as the statement pointed out that he was among the highest paid bosses of a listed company, despite the past 10 years being "an unmitigated disaster for its shareholders".

In that time, Cookson has lost more than 90 per cent of its value and has diluted equity with two rights issues, most of which occurred during Mr Salmon's eight-year leadership.

The ABI has issued "red top" warnings against both Cookson and 888. The ABI's members include insurance funds that represent a huge proportion of investors in the FTSE.

These warnings are the strongest guidance that the ABI gives against a company. In these cases, the warnings alert members to excessive executive pay, and they should give consideration to voting against the deals.

Former 888 chief executive and current non-executive director Gigi Levy has been awarded a near £3.8m package of salary, bonuses and compensation for 2011, up from less than £1m in 2010. However, this included a £3.1m payoff for "loss-of-office", a move previously criticised by Pirc.

However, votes on remuneration committees' reports are only advisory. Even if a board loses the vote, it is up to its discretion whether it should act. Votes against remuneration reports have also been rare. The defeat of Aviva's executive pay report earlier this month was only the fourth vote to go against a FTSE 100 company's remuneration committee report.

Chief executive Andrew Moss quit after the defeat, one of several casualties of a turbulent AGM season. Trinity Mirror boss Sly Bailey quit after nearly a decade of poor company performance including a 40 per cent drop in pre-tax profit last year and no dividend payout since 2008. Insurance giant RSA and oil multi-national BG Group have AGMs this week.