NETHERLANDS - Thirty large Dutch pension funds want more time before a vote on the remuneration policy for board members of companies.
This year shareholders will have a say in management pay for the first time.
“We have hardly enough time for a balanced judgement about the criteria of the remuneration,” says Jos van Niekerk, director of the Stichting Corporate Governance Onderzoek voor Pensioenfondsen.
The trust, which represents €300bn of Dutch pension assets, has analysed since 1998 the corporate governance aspects of the items to be discussed in annual general meetings.
Speaking in the Financieele Dagblad, Van Niekerk said he has asked the 25 AEX funds to publicise the agenda plus accessory documents – including the report of the remuneration commission - on their websites at least three weeks before a shareholder meeting.
Shareholders want an independent reward commission at all listed companies listed, according to the daily, which has also sounded out institutional investors and remuneration advisers.
Such commissions should consist of board members, excluding the chair of the board, and should choose their own adviser. More than half of the AEX funds already have such a commission.
Shareholders want a second check as well, via the supervisory board. This must include the possibility of an adjustment in case of an unacceptable reward.
“The subject is far too complicated for the majority of shareholders, even the large ones,” says Steven Schuit, a partner at law firm Allen & Overy, which specialises in corporate governance. He claims the supervisory board should take the crucial decisions.
“Hardly any analyst appreciates what it takes to provide somebody with the right motivation. It depends very much on the context, e.g. does the person involved have alternatives and does the proposed reward fit within the salary structure of the company.
“Setting a very concrete target with clear benchmarks is very important as well.”