View from City Road: When directors' pay is kept under wraps

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The Independent Online
What have Coats Viyella, Unilever and BTR got to hide? They are all highly respected companies but, to differing extents, have all chosen to hold back details of their directors' contracts.

Do they promise their directors embarrassingly large bonuses or pensions? Do they provide them with private planes or houses in Florida? If there is nothing to be ashamed of, why have they not opened their books to scrutiny?

Coats and Unilever comply with disclosure requirements in their reports and accounts. But this only means they give sketchy information about remuneration for all directors except the chairmen. Anyone looking for more detail and other contractual arrangements might expect to find it in the directors' service contracts, which can be inspected ahead of annual meetings. But both companies have put the details in memos that have not been put on display.

No doubt they are in good company. But the fact that other companies may get round disclosure requirements is no defence. Shareholders have a right to know their full liability to pay compensation if any particular director has to be pushed out.

BTR's secrecy is even tighter. Last year it failed to disclose the salary of directors working principally overseas, which, crucially, include Alan Jackson, the chief executive. This is an extraordinary omission for a company that has its headquarters in Britain.

None of these companies wants to be compared with Hanson in respect of disclosure. It ran into trouble at the time of its ICI investment because Lord White, the co-founder, does not sit on the board. This means Hanson does not have to disclose his pay, bonus or other benefits.

Shareholders might conclude that these companies have something they would rather not reveal.