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UK pension funds are planning to take a tougher line with recalcitrant companies that award excessive salaries to their executives, as a raft of blue-chip firms have come under fire in recent weeks over executive pay.

As companies such as BP, Anglo American, WPP, Reckitt Benckiser, Weir, Shire and Standard Chartered face a sharp backlash over their pay awards, pension funds are warning of an even fierier AGM season next year as many companies come up for their triennial binding votes on their remuneration policies.

While remuneration packages at most companies were advisory this year, many companies face a binding shareholder vote next year that normally takes place once every three years.

Luke Hildyard, policy lead for stewardship and corporate governance at the Pensions and Lifetime Savings ­Association (PLSA) said: “There is a worry companies are bit tone-deaf to shareholder concerns and, indeed, wider societal concerns.” 

The PLSA is now considering advising its members to take a harder line if the current trend of controversial pay awards continues into the AGM season.

“Most pension funds,” Hildyard said, “are very concerned with the levels of CEO pay we are seeing, and there is certainly a chance investors may use the binding votes next year to get their message across.”

Common-sense check

The tough stand taken by investors against some of UK’s largest companies comes after a period of turbulence in the financial markets, hit by falling oil and commodity prices resulting in thousands of jobs being axed in that sector.

Nearly 60% of BP shareholders voted against a £13.8m (€18.1m) pay deal for boss Bob Dudley. The advisory vote came as BP shed thousands of jobs across the company. Mining company Anglo American also faced a 41.3% of shareholder dissent over its remuneration report, which included a £3.4m pay for its chief executive.

Investors are also up in arms over advertising firm WPP chief executive Martin Sorrell’s expected £70m payout. Advisory firms ShareSoc and PIRC have urged shareholders to vote against Sorrell’s proposed pay at the company’s annual general meeting on 8 June. PIRC said in its research report that Sorrel’s variable pay amounted to 58 times his salary of £1.1m.

Deborah Gilshan, head of sustainable ownership at Railpen Investments, said companies needed to apply a “common-sense check” to pay policy.

“Some of the pay packages we see in the market do worry us,” she said. “Companies need to apply the pay policy investors have voted for, but they also need to apply discretion around the edges to really look at those outcomes.”

She added: “There is also the fact these outcomes don’t seem to be aligned with the interest of long-term shareholders and stakeholders like customers and employees.”

Railpen Investments is the investment manager for the Railways Pension Scheme, which has around £22bn in assets under management.

Another significant investor revolt has been at engineering group Weir, which lost a binding vote on its pay policy, meaning it will now have to go back to the drawing board and come up with an alternative plan.

Pharmaceutical company Shire, too, received a bloody nose with its advisory pay policy just squeezing through, with only 50.5% of shareholder approval.

Railpen’s Gilshan said: “What you have seen with some of these votes against is perhaps where shareholder patience has run out and where remuneration committees need to listen a bit more to what they are hearing from investors in private dialogues and to what shareholders are signalling through their votes.”

Pension funds are still smarting from criticism, following the financial crisis, that they did not demand more accountability, through their fund managers, from the companies in which they invest. New rules, which gave investors a binding vote on pay, were introduced in 2013 by then business secretary Vince Cable.

The current shareholder backlash comes a few years after the so-called Shareholder Spring of 2012, which led to some high-profile resignations.

‘Acid test’ for investors

Daniel Summerfield, co-head of responsible investment at USS, the UK’s second-largest pension scheme, said the binding vote that many companies faced next year would be the “acid test” for investors.

“The last time we had the Shareholder Spring, we didn’t have the binding vote,” he said. “So this is the acid test where, if shareholders are really concerned about the pay structures and pay proposals, the way the vote will be cast will have more bite than previous initiatives. Shareholders can vote against policies they don’t agree with.”

Railpen’s Gilshan said the key was for companies to listen to what shareholders were actually telling them and act accordingly.

“Shareholders are stepping up, and boards have to step up, too, and listen and apply some of that feedback they are receiving as they go into 2017’s binding votes,” she added.

Summerfield agreed: “If companies take note – which they should – of the increasing expectations of shareholders for pay to be aligned with performance, then our hope is that policies will ensure pay is aligned with the accretion of long-term shareholder value.”

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