How the SEC’s new proxy voting rules will impact executive compensation

There are many software applications and tools now available to support compensation decisions, but what should be taken into consideration before purchasing? This 5-minute guide details what Compensation Committees, Heads of Reward and Compensation Professionals should take into account when selecting software and tools for Say-on-Pay decisions.

How the SEC’s new proxy voting rules will impact executive compensation

 

In July of 2020, the Securities and Exchange Commission (SEC), under pressure from public companies (Issuers) and their lobbyists voted to tighten regulations affecting proxy advisory firms, like Institutional Shareholder Services (ISS) and Glass Lewis & Co., who provide proxy research services and voting recommendations to investor groups large and small.  The new proxy voting rule changes were justified based on allegations, mostly made by corporate managers, that proxy advisor recommendations are error prone, rife with conflicts of interests and that proxy advisors wield outsized influence over the shareholder voting process.  In response, Advisors claim that the allegations are not only false, but that they represent an effort on the part of Issuers to reign in what is seen as troublesome shareholder activism. That is attempts by shareholders to insert environmental, social and governance initiatives into the corporate voting agenda.  The new regulations came as amendments to section 14a of the 1934 Securities Exchange Act and are the latest development in a long running controversy over the role of Proxy Advisors and the future of corporate accountability.

 

The New SEC Proxy Voting Rules

 

The SEC has stated that the new regulations are needed in order to “ensure that clients of proxy voting advice businesses receive more transparent, accurate and complete information on which to make voting decisions”. Although the new changes to the law appear to be providing public companies with a greater means of challenging the advice of Proxy Advisors.  Highlights include:

 

Redefinition of “Solicitation”

 

Rule 14a-1(l) has been amended to expand the definition of solicitation specifically to include proxy advice.  Solicitation, usually taken to mean an act of enticement or inducement, is now defined as any communication to shareholders “… reasonably calculated to result in the procurement, withholding or revocation of a proxy”.

 

Changes to Filing Exemptions

 

Rules 14a-2(b)(1) and 14a-2(b)(3) have been altered to place new requirements on solicitor exemptions.  To avoid the information and filing requirements the SEC places on solicitors, Proxy Advisors have historically relied on two exemption provisions.  To be eligible for those exemptions they must now meet new disclosure and policy requirements:

  1. Proxy Advisors must provide specified conflicts of interest disclosure in their recommendations to shareholders. And …

 

  1. They must adopt policies and procedures to ensure that voting recommendations are made available to Issuers at the same time that they are provided to shareholders, at no cost. They must also …

 

  1. Provide shareholders with a means to be made aware of any written statements from Issuers regarding the recommendations of Proxy Advisors.

 

Anti-Fraud Provisions

 

Rule 14a-9 has been modified to include examples of compliance failure.  Should Proxy Advisors fail to disclose certain material information, e.g. business methodology, information sources and conflicts of interest, their recommendation may be considered misleading under the Rule.

The new regulations are effective 60 days after publication in the Federal Register. However, the new disclosure requirements will not be in effect until December 1, 2021, making the 2022 Proxy season the first regulated under these laws.

 

Implications of New Proxy Voting Rules

 

The new SEC proxy voting rules have implications for all parties involved.

Implications for Issuers

 

The new SEC rules certainly offer public companies a greater opportunity to dispute the recommendations of proxy advisors.  However, the ultimate impact on the accuracy of proxy advisor reports and the overall effect on shareholder behavior is likely to be negligible.   Whereas shareholders will ostensibly become “better informed” by being provided greater access to counter arguments, they are not in any way guaranteed to a heed this information or to take additional time to deliberate. Not to mention they may very often simply disagree with management’s position.  Such is the nature of the franchise.   For Issuers, the opportunity to have a better window into proxy advisor methodology will be instructive and perhaps lead to more effective shareholder relations. In the end however, the realities of the investment business and evolving sensibilities on governance will guide voting behavior.  That said, significant concessions have been won and public companies can count the July decision as a victory.

 

Implications for Proxy Advisors

 

The new policy requirements on solicitor exemptions, specifically to include Issuer messaging into proxy reports will likely increase the strain on publication timelines and voting operations. Thus, it may not be unreasonable to expect complications during the 2022 proxy season as the industry adjusts to the new rules. However, the full implications for proxy advisors remain to be seen and will probably only become fully understood after the implementation.

 

Implications for Shareholders

 

The SEC’s July decision, because of the disruptions it will create by placing added requirements on proxy advisors, could potentially add costs and delays to the proxy voting process.  Should Institutional Investors wish to avoid any added expenses or complications it is unlikely proxy research will move to an in-house model.  This is due to the very large diversification of Institutional portfolios, which are prohibitively expensive to research to the level needed and in the timeframe required.  This is partly the reason why Institutional Investors outsource this work to proxy advisory firms that can take advantage of economies of scale.  Without a proxy advisor Investor groups will either abstain from voting entirely or vote in accordance with management’s recommendations, known as the Wall Street Rule—as was the case before the rise of the proxy advisor business.  The overall impact on shareholders is that voting has become more costly and more difficult.  And it may be worth considering whether this effect is the intention? As well as what this means from a governance standpoint?

 

Summary of New Proxy Voting Rules

 

The actions taken by the SEC to increase regulation of Proxy Advisors has come primarily at the prompting of corporate leadership and lobbyist firms such as the Business Roundtable (BRT) and the American Council for Capital Formation (ACCF) that have cited concerns over accuracy and excessive reliance.  In an ACCF study that was cited in the Harvard Law School Forum on Corporate Governance, researchers found that “175 asset managers managing over $5.0 trillion in assets have historically voted consistently with ISS recommendations 95% of the time” illustrating that the biggest asset managers vote with proxy advisors 100% of the time, seeming to show evidence of over reliance.  Another report cited in the same article found that numerous errors were reported by public companies.

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Contact CGLytics and learn about the governance tools available and currently used by institutional investors, activist investors and leading proxy advisor Glass Lewis for recommendations in their proxy papers.

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S&P 500 Banking Industry’s Response to COVID-19

CGLytics examines how S&P 500 banks responded to the volatility of the pandemic prior to the Fed’s announcement to cap bank dividends and prohibit share repurchases until Q4 following its annual stress test of banks.

08.13.2020

On June 25, 2020, the US Federal Reserve Bank issued a statement following its annual stress test of banks, saying that it would cap Q3 dividends for banks and prohibit share repurchases until Q4.  COVID-19 has created a tumultuous economic environment for many companies.  This has prompted many to respond with executive pay cuts and dividend reductions, and suspensions of share buyback programs.

In the wake of this economic situation and announcement by the FED, it is worth looking at how the banking sector responded to the COVID-19 crisis and its corporate governance implications.  This article analyzes the S&P 500 Banks Industry Group Index which is broken up into two sub-indexes; S&P 500 Regional Bank Index and S&P 500 Diversified Bank Index.

Looking at the banking sector’s performance during the COVID-19 pandemic, when comparing the S&P 500 Bank Industry Group Index to the S&P 500, Year to Date (YTD) change in value as of July 22, 2020; the S&P 500 Banks decreased in value by 34.31% while the S&P 500 increased  by 0.82%.  When breaking the S&P 500 Bank Industry Group down further into its two sub-indexes, the S&P 500 Regional Bank Index decreased in value by 32.66% while the S&P 500 Diversified Bank Index decreased by 34.74%.

While the S&P 500 has rebounded significantly since its steep decline following the COVID-19 outbreak. The banking industry has yet to see the same recovery.

Source: CGLytics Data and Analytics

Prior to the FED’s announcement, not one of the banks in the S&P 500 Diversified Banks Index announced a suspension, reduction, or change in their dividend.  Also, during this time, none of these banks recorded any changes to executive compensation due to COVID-19.  All five of these banks (JPMorgan Chase, U.S. Bancorp, Citi Group, Wells Fargo, and Bank of America) announced on March 15, a suspension of share repurchases.

Examining the S&P 500 Regional Banks Index prior to the FED’s announcement in June 2020, seven banks (Region Financial Corp, Citizens Financial Group, Fifth Third Bancorp, KeyCorp, PNC Financial Services Group,. Trust Financial Corp, Comerica) all announced plans to temporarily suspend their share repurchase plans in the middle of March 2020. Hunting Bancshares however announced that it planned to continue its share buyback program during this same period.  First Republic Bank, M&T Bank Corporation, People’s United Financial, Zion Bancshares, and SVB Financial Group all did not comment regarding share buyback programs during this time period.  Concerning dividends, no bank in the Regional Bank Index suspended or changed their dividend during this period.

Source: CGLytics Data and Analytics

However, when analyzing Russel 3000 companies during the time period from March 15th through to April 17th, at least 105 companies reduced or adjusted executive and director compensation in response to the COVID-19 according to research by CGLytics’s.  In addition, over the same period at least 47 companies reduced or suspended their dividend and at least three companies suspended share buyback programs.

When analyzing Diversified Banks in the S&P 500 and their response to the FED’s announcement at the end of June to cut dividends, only Wells Fargo announced a reduction in its dividend, with all five companies (JPMorgan Chase, Citigroup, Bank of America, US Bancorp, and Bank of America) announcing that they would maintain their current dividend.

Regional Banks provided a similar response as Diversified Banks following the FED’s June 25 stress test.  Out of the 13 banks labeled as Regional banks, six provided responses to the FED’s stress test (Truist Financial Corp., Region Financial Corp., Huntington Bancshares Incorporated, Fifth Third Bancorp., KeyCorp, Citizens Financial Group).  All six stated that the company would maintain its dividend.  The other seven companies (Zion Bancshares, SVB Financial Group, PNC Financial Services Group, M&T Bank Corporation, People’s United Financial, Comerica, First Republic Bank) did not provide a statement regarding the results of the FED’s stress test.

Ultimately, COVID-19 has exposed the vulnerability of the banking industry to external shocks and their readiness for market developments. The pandemic has generated significant uncertainty and high volatility in global capital markets and the banking industry is of no exception. While the full impact is yet to be determined, it’s predicted that the adverse effects are expected to linger from the virus’ knock-on effects and are likely to affect liquidity, profitability and valuation of these issuers eventually affecting returns to investors.

To understand how companies are adapting their executive pay practices and adhering to regulations during the pandemic, institutional investors and proxy advisors use CGLytics data and analytics software tools.

CGLytics offers the broadest and deepest global compensation data set in the market for reviewing corporate executive compensation plans, assessing Say on Pay vote proposals and performing benchmarking analysis.

Contact CGLytics and learn about the governance tools available and currently used by institutional investors, activist investors and leading proxy advisor Glass Lewis for recommendations in their proxy papers.

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Azimut: Underlying issues result in shareholder revolt

Azimut is an asset management company that currently trades on the Italian stock market and is part of the blue-chip index of the Italian market (FTSE MIB).
Azimut’s remuneration planning and practices have not impressed their shareholders for some years now. This article examines why.

08.07.2020

Azimut is an asset management company  that currently trades on the Italian stock market and is part of the blue-chip index of the Italian market (FTSE MIB). The company offers investment management services and manages open-end mutual and pension funds, as well as offers investment advice and insurance. Azimut distributes its products through financial consultants in northern and central Italy. Azimut’s Remuneration practices have not impressed their shareholders for some years now. This article reviews why.

The company’s corporate governance and remuneration practice has long been criticized by proxy advisors, investors and other stakeholders.  At their 2019 and 2018 Annual General Meetings (AGMs), 31.5% and 22.6% of shareholders voted against the remuneration policy (corresponding to 41% and 46% of minority shareholders).

Interestingly, the company did not acknowledge or propose any changes to the remuneration policy for 2020.

Azimut’s disclosure of the remuneration policy largely lags their FTSE MIB peers.

Under the current plan, the company does not have any long-term incentive plan, meaning that their remuneration policy is very short-term focused. Executives can earn up to 200% of their base salary under the current plan. However, this may be acceptable as it is controlled by a shareholder agreement.

Per the Corporate Governance code of Italy, given that the remuneration policy failed to secure the requisite approval, Azimut must apply the previous year’s policy. It is worth noting that the old policy is the same as the new one that was proposed, as there were not any changes.

 

In 2015, Azimut’s remuneration report was approved by 96.93%. The remuneration report was however defeated in 2016, garnering only 35.61% of approval from shareholders. Though the company improved their remuneration voting outcomes from 2017 to 2019, the resolution could not secure more than 90% of support from shareholders. In 2020, the remuneration report was again defeated; securing only 42.38% of approval from shareholders.

Azimut’s Remuneration Voting Outcomes

Azimut’s Remuneration Voting Outcomes
Source: CGLytics Data and Analytics

Understanding the shareholding structure of the company

Azimut's Shareholder Structure
Source: CGLytics Data and Analytics

Governance snapshot reveals gaps

Data from CGLytics suggests that the Azimut’s board effectiveness score is 52%, which also lags its sector’s average score. Contributing to the score are gaps in their diversity. The company currently has only 25% of its members being independent which contradicts the recommendation of Italy’s Corporate Governance Code. The Italian Code recommends that Independent Directors should form at least half of the board for  large companies (blue chip companies). The board of Azimut also currently has no foreigner on it which is quite interesting given their global presence.

Azimut's board composition and effectiveness

Board diversity
Azimut board effectiveness
Source: CGLytics Data and Analytics

Pay for performance alignment of Azimut

Using CGLytics pay for performance tool, we were able to construct a bespoke peer group for Azimut to identify trends using year end performance indicators, ROE, ROA, ROIC and EPS to benchmark CEO compensation. The data suggests that Azimut’s CEO Total Realized Compensation (TRC) was consistently higher than the median of its peer group. The highest we see is in financial year 2017 where the CEO’s realized compensation was over EUR 5M while their median TRC of their peers was only just under EUR 1.5M. However, from 2017 to 2019, Azimut’s CEO TRC fell to EUR 3.5M while the median CEO TRC of their peers also increased to EUR 1.7M. It is worth mentioning that included in the 2017 CEO TRC is the severance pay of EUR 2.25M that was paid to outgoing CEO Marco Malcontenti. The company also outperformed their peers on most of their performance indicators across the years.

Azimut's Peer Group Analysis

Azimut peer group analysis
Azimut's peer group

CGLytics has done a relative positioning of the CEO pay against 3-year TSR using the pay for performance tool. The analysis suggest that that Azimut displays a misalignment among their country and sector peers. The CEO’s TRC ranks top decile at the 93rd percentile while the 3-year TSR ranks below median at the  36th percentile.

Azimut's Pay for Performance (3-year)

Azimut's P4P
Source: CGLytics pay for performance analysis tool

Although Azimut is yet to make any changes to their pay structure despite minority shareholders grievances, it must be noted that consistent revolts result in issuers being an activist investor target. The lack of long-term remuneration planning in their remuneration policy send signals that the board is short-term focused. This does not promote shareholder long-term growth. Utilizing CGLytics pay for performance tools, the company could gain insights into how their peers are constructing their remuneration policies to align with performance and increase shareholders value.

CGLytics provides access to 5,900 globally listed company profiles and their governance practices, including their CEO Pay for Performance, board composition, diversity, expertise and skills.

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How to independently and efficiently benchmark executive compensation for Say-on-Pay

There are many software applications and tools now available to support compensation decisions, but what should be taken into consideration before purchasing? This 5-minute guide details what Compensation Committees, Heads of Reward and Compensation Professionals should take into account when selecting software and tools for Say-on-Pay decisions.

08.04.2020

A 5-minute guide to support Compensation Committees, Heads of Reward and Compensation Professionals when selecting software and tools for compensation decisions. Read and learn about the four considerations that should be taken into account before purchasing.

1. Look for tools that support peer group modeling functionality

2. Access the same peer groups as leading proxy advisor Glass Lewis

3. Ensure Pay-for-Performance alignment and benchmarking tools are included

4. Check the quality of data available in the software platform you choose

We live in a digital age where access to information has never been easier. No longer having to scroll through complex and endless spreadsheets and obtain an analytical degree to understand trends – insights and information is at our fingertips.

For Compensation Committees, Heads of Rewards and Benefits, and Compensation Professionals it is no different.

Ensuring executive compensation, bonuses, and incentives are in line with market standards, has never been so important.

Activist activity has increased in 2020, with traditional investors changing their position from passive to active engagement and focusing on executive pay. In a recent article by the Financial Times, it was reported that misalignment of incentives and negative say-on-pay votes at annual meetings increase the likelihood of a company suffering share price underperformance.

Software that provides flexibility for assessing compensation in comparison to peers, and supports say-on-pay resolutions, is available and increasingly implemented by companies, activist investors, and proxy advisors.

When a user begins searching for compensation software there are questions typically asked:

  • – Does it contain information on the executive pay practices of my peers and competitors?
  • – How does is support benchmarking my company’s executive compensation practices?
  • – Does it show me how my company’s compensation practices are perceived in the market?
  • – Can I find tailored insights in seconds to be sure my company’s CEO, NEO and Director pay is aligned to market standard and company performance?

 

Sustainable and justifiable decisions surrounding executive compensation has kept rewards and benefits professionals up at night, with additional key questions that should be asked:

  • – How can I access high-quality, reliable executive compensation information that I do not need to maintain?
  • – Where can I find standardized compensation information for efficient comparison and instant benchmarking?
  • – What software and tools are available in the market that other compensation professionals, activist investors, proxy advisors and compensation consultants currently use?

 

How to utilize software and tools for fast, efficient, and flexible executive compensation and rewards benchmarking.

 

Greater scrutiny calls for companies and their boards to be one step ahead

Transparency encourages market confidence. With the current pandemic causing havoc on stock prices and resulting in employee layoffs, salary and bonuses paid to executives has again been pushed to the front and center.

Compensation policies and reporting are continuing to come under scrutiny from investors, shareholders, employees and the media. Boards must have clear and transparent compensation processes in place that allow for investors to see a fair comparison has been made of executive payouts and promised rewards, against peers and taking into account the broader market context.

How peer companies are adapting their executive compensation practices and adopting new measures needs to be clearly understood for socially responsible decisions about executive pay – continuing to be highlighted again by the events and happenings of 2020.

Decisions made need to be based on fact, not fiction, with easy to understand explanations for investors to digest. Granted, no one wants to become a media headline or attract attention from activist investors.

 

How can Compensation Committees, Heads of Reward and Compensation Professionals model different scenarios with software tools, and benchmark against their companies’ peers?

 

1. Look for tools that support peer group modeling functionality

 

Generating your own peer groups allows for benchmarking and comparison on a like for like basis. Companies that have very few similar peers in their region, index and sector might need to look further afield to design an appropriate group to justify the competitiveness of pay plans. Modeling against different peers can significantly change the scenario and perception of pay. Using CGLytics platform, fit-for-purpose peer groups can be created in seconds with access to 5,900+ globally listed companies, for instant comparison of compensation practices.

2. Access the same peer groups as leading proxy advisor Glass Lewis

 

Do you know how your compensation is viewed by activist investors and proxy advisors? As Glass Lewis and large activist investors are already using data and software provided by CGLytics, Compensation Committees should be doing the same. This allows Compensation Committees and Heads of Reward to proactively plan for, and justify, any compensation decisions that may attract unwanted attention.

Glass Lewis CEO and Executive Compensation analysis (used in their proxy papers globally) is found in the CGLytics platform ready for companies use.

As stated in the recent webinar by Glass Lewis’ SVP & Global Head, Research & Engagement, Aaron Bertinetti:

“All the data that we now use, whether it’s compensation data, peer data, or other types of governance data that we may need…we exclusively source from CGLytics. Not just within the United States but globally. The only other firm outside of Glass Lewis that has access to our methodology is CGLytics.”

Using the same data set, peer modeling and analytical tools as Glass Lewis, and leading institutional investors, for reviewing public company CEO compensation and Say on Pay proposals, results in Compensation Committees being market intelligent and one step ahead. This fosters better dialogue with stakeholders and data-based decisions justified with relevant and real-time information.

Learn how Glass Lewis Europe improved their executive compensation analysis with governance data from CGLytics

3. Ensure Pay-for-Performance alignment and benchmarking tools are included

 

Compensation Committees and HR Professionals are empowered by modeling scenarios against different KPIs and measurements using software tools. With the recent volatility in market performance, justifying indictors used to design compensation plans mitigates risk. Boards need to be equipped with in-depth analysis of their company’s pay practice and compare against their peers to preempt say on pay risk.

As mentioned by Ronald Kliphuis, Global Head of Rewards at Randstad (a large market leading global HR company):

“In the past only consultants had access to the information that CGLytics provides. We can now play with data and information and make fair comparisons. We understand the potential risks and vulnerabilities a lot better.”

Learn more about Randstad’s Head of Rewards making data-based decisions going into the AGM

Powerful pay-for-performance benchmarking tools allow for efficient comparison and automated output of CEO and executive compensation against competitors and peers.

4. Check the quality of data available in the software platform you choose

 

Where the data is sourced from and how often it is updated should be a concern when deciding on insights to trust for effective engagement. In addition to how many years of compensation data is recorded in the software platform. A wealth of global and structured data for meaningful comparison of executive compensation practices across industries and borders, should be a large consideration of tools purchased to support compensation decisions.

Compensation Committees, Head of Rewards and Benefits, and other HR Professionals can ensure reliability when using CGLytics software with executive compensation data sourced from millions of publicly listed company filings, proxy materials and social networks, which undergoes rigorous checks by a dedicated team of equity market research analysts 24/7. More than 10 years of historical compensation data is standardized for efficient comparison of 5,900+ companies’ pay and rewards across different regions, industries, and sectors.

Downloadable data and insights in an array of formats (such as excel) allow compensation professionals to model and easily transport charts directly into their board decks and presentations, for the ultimate time and cost savings.

 

CGLytics offers the broadest and deepest global compensation data set in the market for reviewing corporate executive compensation plans, assessing Say on Pay vote proposals and performing benchmarking analysis.

Contact CGLytics and learn about the governance tools available and currently used by institutional investors, activist investors and leading proxy advisor Glass Lewis for recommendations in their proxy papers.

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Understanding ESG & Annual Incentive Plan

Understanding ESG & Annual Incentive Plan ESG refers to a series of environmental, social and governance criteria taken into consideration by the funds during the investing process. Investing in ESG funds allows shareholders to support companies in transition, that wish to act and develop in a more sustainable and responsible manner. In practice, many indicators … Continue reading “Understanding ESG & Annual Incentive Plan”

Pay for Performance: The Largest Institutional Investors’ View

Pay for Performance: The Largest Institutional Investors’ View   Executive compensation has been one of the trickiest issues within the corporate governance space as of late. Across the board, there seems to be no end in sight to finding the perfect compensation package or philosophy for corporate executives. In this article, we will discuss the … Continue reading “Pay for Performance: The Largest Institutional Investors’ View”

How to design your peer group for compensation benchmarking

How to design your peer group for compensation benchmarking   Given the scrutiny on executive compensation in recent years, it is critical to make sure that your company’s executive pay reflects its performance and aligns with the market. Therefore, it is essential for companies to have an appropriate peer group for performance benchmarking, compensation program … Continue reading "How to design your peer group for compensation benchmarking"

How to independently and efficiently benchmark executive remuneration for Say-on-Pay

There are many software applications and tools now available to support remuneration decisions, but what should be taken into consideration before purchasing? This 5-minute guide details what Remuneration Committees, Heads of Reward and Compensation Professionals should take into account when selecting software and tools for remuneration decisions.

07.28.2020

A 5-minute guide to support Remuneration Committees, Heads of Reward and Compensation Professionals when selecting software and tools for remuneration decisions. Read and learn about the four considerations that should be taken into account before purchasing.

1. Look for tools that support peer group modeling functionality

2. Access the same peer groups as leading proxy advisor Glass Lewis

3. Ensure Pay-for-Performance alignment and benchmarking tools are included

4. Check the quality of data available in the software platform you choose

We live in a digital age where access to information has never been easier. No longer having to scroll through complex and endless spreadsheets and obtain an analytical degree to understand trends – insights and information is at our fingertips.

For Remuneration Committees, Heads of Rewards and Benefits, and Compensation Professionals it is no different.

Ensuring executive remuneration, bonuses, and incentives are in line with market standards, has never been under such scrutiny.

Activist activity has increased in 2020, with traditional investors changing their position from passive to active engagement and focusing on executive pay. In a recent article by the Financial Times, it was reported that misalignment of incentives and negative say-on-pay votes at annual meetings increase the likelihood of a company suffering share price underperformance.

Software that provides flexibility for assessing remuneration in comparison to peers, and supports say-on-pay resolutions, is available and increasingly implemented by companies, activist investors, and proxy advisors.

When a user begins searching for remuneration software there are questions typically asked:

  • – Does it contain information on the executive remuneration practices of – peers and competitors?
  • – How does is support benchmarking my company’s executive remuneration practices?
  • – Does it show me how my company’s remuneration practices are perceived in the market?
  • – Can I find tailored insights in seconds to be sure my company’s CEO, NEO and Director pay is aligned to market standard and company performance?

 

Sustainable and justifiable decisions surrounding executive remuneration has kept compensation professionals up at night, with additional key questions that should be asked:

  • – How can I access high-quality, reliable executive compensation information that I do not need to maintain?
  • – Where can I find standardized remuneration information for efficient comparison and instant benchmarking?
  • – What software and tools are available in the market that other compensation professionals, activist investors, proxy advisors and compensation consultants currently use?

 

How to utilize software for fast, efficient, and flexible executive remuneration and rewards benchmarking, and the tools that are available.

 

Greater scrutiny calls for companies and their boards to be one step ahead

Transparency encourages market confidence. With the current pandemic causing havoc on stock prices and resulting in employee layoffs, salary and bonuses paid to executives has again been pushed to the front and center.

Remuneration policies and reporting are continuing to come under scrutiny from investors, shareholders, employees and the media. Boards must have clear and transparent remuneration processes in place that allow for investors to see a fair comparison has been made of executive payouts and promised rewards, against peers and taking into account the broader market context.

How peer companies are adapting their executive remuneration practices and adopting new measures needs to be clearly understood for socially responsible decisions about executive pay – continuing to be highlighted again by the events and happenings of 2020.

Decisions made need to be based on fact, not fiction, with easy to understand explanations for investors to digest. Granted, no one wants to become a media headline or attract attention from activist investors.

 

How can Remuneration Committees, Heads of Reward and Compensation Professionals model different scenarios with software tools, and benchmark against their companies’ peers?

 

1. Look for tools that support peer group modeling functionality

 

Generating your own peer groups allows for benchmarking and comparison on a like for like basis. Companies that have very few similar peers in their region, index and sector might need to look further afield to design an appropriate group to justify the competitiveness of pay plans. Modeling against different peers can significantly change the scenario and perception of pay. Using CGLytics platform, fit-for-purpose peer groups can be created in seconds with access to 5,900+ globally listed companies, for instant comparison of remuneration practices.

2. Access the same peer groups as leading proxy advisor Glass Lewis

 

Do you know how your compensation is viewed by activist investors and proxy advisors? As Glass Lewis and large activist investors are already using data and software provided by CGLytics, Remuneration Committees should be doing the same. This allows Remuneration Committees and Heads of Reward to proactively plan for, and justify, any compensation decisions that may attract unwanted attention.

Glass Lewis CEO and Executive Compensation analysis (used in their proxy papers globally) is found in the CGLytics platform ready for companies use.

As stated in the recent webinar by Glass Lewis’ SVP & Global Head, Research & Engagement, Aaron Bertinetti:

“All the data that we now use, whether it’s compensation data, peer data, or other types of governance data that we may need…we exclusively source from CGLytics. Not just within the United States but globally. The only other firm outside of Glass Lewis that has access to our methodology is CGLytics.”

Using the same data set, peer modeling and analytical tools as Glass Lewis, and leading institutional investors, for reviewing public company CEO compensation and Say on Pay proposals, results in Remuneration Committees being market intelligent and one step ahead. This fosters better dialogue with stakeholders and data-based decisions justified with relevant and real-time information.

learn how Glass Lewis Europe improved their executive compensation analysis with governance data from CGLytics

3. Ensure Pay-for-Performance alignment and benchmarking tools are included

 

Remuneration Committees and Compensation Professionals are empowered by modeling scenarios against different KPIs and measurements using software tools. With the recent volatility in market performance, justifying indictors used to design compensation plans mitigates risk. Boards need to be equipped with in-depth analysis of their company’s pay practice and compare against their peers to preempt say on pay risk.

As mentioned by Ronald Kliphuis, Global Head of Rewards at Randstad (a large market leading global HR company):

“In the past only consultants had access to the information that CGLytics provides. We can now play with data and information and make fair comparisons. We understand the potential risks and vulnerabilities a lot better.”

Learn more about Randstad’s Head of Rewards making data-based decisions going into the AGM

Powerful pay-for-performance benchmarking tools allow for efficient comparison and automated output of CEO and executive compensation against competitors and peers.

4. Check the quality of data available in the software platform you choose

 

Where the data is sourced from and how often it is updated should be a concern when deciding on insights to trust for effective engagement. In addition to how many years of compensation data is recorded in the software platform. A wealth of global and structured data for meaningful comparison of executive compensation practices across industries and borders, should be a large consideration of tools purchased to support remuneration decisions.

Remuneration Committees, Head of Rewards and Benefits, and other Compensation Professionals can ensure reliability when using CGLytics software with executive compensation data sourced from millions of publicly listed company filings, proxy materials and social networks, which undergoes rigorous checks by a dedicated team of equity market research analysts 24/7. More than 10 years of historical compensation data is standardized for efficient comparison of 5,900+ companies’ pay and rewards across different regions, industries, and sectors.

Downloadable data and insights in an array of formats (such as excel) allow compensation professionals to model and easily transport charts directly into their board decks and presentations, for the ultimate time and cost savings.

 

CGLytics offers the broadest and deepest global remuneration data set in the market for reviewing corporate executive remuneration plans, assessing Say on Pay vote proposals and performing benchmarking analysis.

Contact CGLytics and learn about the governance tools available and currently used by institutional investors, activist investors and leading proxy advisor Glass Lewis for recommendations in their proxy papers.

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Ontex Group’s remuneration report voted down for the fourth consecutive year

With shareholders voting against the Ontex Group’s remuneration report for four consecutive years, CGLytics has conducted a review of the company’s CEO pay for performance against peers.

07.27.2020

Ontex Group’s remuneration report has been voted down by its shareholders for the fourth consecutive year. So, what is it about Ontex’s CEO compensation strategy that rubs shareholders up the wrong way?

Ontex trades on the Belgium stock market and operates in the sector of disposable personal hygiene solutions for baby, feminine and adult care. It manufactures and sells its products throughout Western Europe, Eastern Europe, the Americas, and has a general global presence.

Since Ontex’s introduction on the stock market in 2014, shareholders have been unconvinced about the company’s remuneration practices. In 2015 at the company’s first Annual General Meeting since being listed, 10 % of its shareholders voted against the remuneration report.

The following year would see the number increase to a 12% disapproval. By their 2017 Annual General Meeting, the majority (51%) of its shareholders voted against the report and the numbers have not dropped since. The highest number of votes against the remuneration report came at the recent 2020 general shareholders meeting with a resounding 64% of shareholders voting against, which is a 7% increase relative to their 2019 proxy season.

Ontex’s Chairman and Member of the Remuneration Committee, Mr. Luc Missorten, resigned at the 2020 AGM and stated that:

“The company acknowledged the disapproval of the remuneration report and has taken the signals by shareholders seriously and as a consequence, going forward, will increase transparency within the report and intensify the dialogue with shareholders about the remuneration principles”[1]

CGLytics has taken Ontex’s remuneration report voting outcomes from its governance data base, accessible in the market-leading platform, and analyzed the results from the past six years. The below graphical representation reveals how the voting outcomes have evolved.

Ontex Group's Remuneration Report Voting Outcomes

Remuneration voting outcomes
Source: CGLytics Data and Analytics

The remuneration (through the lens of CEO pay)

Up until 2018, Ontex’s CEO remuneration consisted of base salary, Short-Term Incentives (STIs), and Long-Term Incentives (LTIs) in the form of restricted share units and performance stock options. A third element, in the form of performance shares, was added to the LTI plan in 2019 to increase the performance aspect of the plan and link remuneration to the company’s performance.

Base salary surged to EUR 1 million in 2019. Previous years saw the fixed portion of CEO remuneration hover between the EUR 800K and 900K mark. This is despite a significant drop (62%) in the company’s net income in 2019, and other Belgium company CEO’s only seeing their base salary hover between EUR 700 and EUR 830K over the same period.

 

The updated remuneration plan also provided Ontex’s CEO with the opportunity to earn an STI (annual bonus) pay-out of 150% of base salary. Both Ontex’s CEO and country peer group average was relatively the same, fluctuating between EUR 550K and EUR 1.1 million over the period.

Our analysis revealed that Ontex’s STI is not subject to any claw-back provision. The absence of such a provision prevents the company from retrieving funds already paid in the event of misconduct, poor performance, or a drop in company profits. The claw-back provision clause is widely used by other Belgium companies.

 

A review of Ontex’s LTIs tells a rather different story. Where CEOs of Belgium listed companies earn, on average, EUR 650K to 1.4 million in long-term incentives, the LTI component of the Ontex’s CEO, on the other hand, has not surpassed EUR 275K in pay-outs and is an indication of the company performance not being up to par relative to their peers on the BEL 20.

Further analysis revealed that Ontex has been underperforming on the BEL 20 Index over one, two, three and five-year periods, and since its initial listing in 2014. The poor performance has led to Euronext demoting Ontex from the BEL 20 (Large Cap) and including the company in the BEL Mid (Mid Cap), in addition, their second largest investor (ENA Investment Capital) called on the Board to take immediate action to create shareholder value[2][3].

According to our analysis, using CGLytics Executive Compensation tools found in the software solution, below is how Ontex CEO realized pay stacks up against its country peers.

CEO pay country peers
Source: CGLytics Pay for Performance Analytics

Upon analyzing the relative position of Ontex’s CEO pay compared to performance (over three years), it was noticed that Ontex displays a misalignment in its remuneration practice relative to its Belgian peers. Specifically, our analysis indicates that Ontex has been overcompensating its CEO. The company performance (measured in TSR) ranks among the lowest, whereas its compensation (total realized pay) ranks at the 50th percentile.

Pay for performance - Ontex
Source: CGLytics Pay for Performance Analytics

The persistent disapproval of Ontex’s remuneration report by shareholders has prompted the company to take steps to enhance its remuneration policy, by making remuneration clearer and even more closely correlated with performance, according to the company Board of Directors. As to how the Board is planning on doing this, is yet to be known and seen.

 

Contact CGLytics and learn about the governance tools available and currently used by institutional investors, activist investors and leading proxy advisor Glass Lewis for recommendations in their proxy papers.

 

CGLytics provides access to 5,900 globally listed company profiles and their governance practices, including their CEO Pay for Performance, board composition, diversity, expertise, and skills.

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CNBC Report: More activist investors to focus on corporate governance and executive pay

This week CGLytics CEO discussed the increase in activist investor activity with CNBC Street Signs. New research from CGLytics reveals that activist investors are broadening their focus.

07.20.2020

CGLytics CEO, Aniel Mahabier, discusses the increase in activist investor activity with CNBC Street Signs. New research from CGLytics reveals the growth in the number of activist campaigns and how activist investors are broadening their focus.

Increase in activism

The CGLytics report Activist Investors Broaden their Focus analyzes the number of activist campaigns carried out over the previous four years and deep dives into the increasing areas that are attracting activism.

During the interview with CNBC, Aniel notes that shareholders are beginning to focus on areas such as diversity and performance. And, even though there has been an overall increase in the number of activist campaigns this year, not all of them have been successful.

The changes we are seeing during the pandemic, are that activists are focused on improving corporate performance. Having the right board composition and board diversity are the areas activists have been focusing on. Culture is another area where we have seen activists putting more focus on to improve corporate performance. – Aniel Mahabier, CEO of CGLytics

Regional shift in activism

The research report notes that now activist investors are finding a lot of opportunity in APAC, but not so much in continental Europe. The question is, do we expect this trend to change, and if so, when?

Social, cultural, and economic factors play a big role, along with the European market being highly regulated. This doesn’t provide a lot of opportunity for activists to play a role. I expect to see a marginal change taking place over time. – Aniel Mahabier, CEO of CGLytics

Executive pay

On this topic of executive pay, CNBC recalls that there has been a lot of focus from activists. Shareholder have objected to senior salaries in the past, even so companies have continued to pay out. During the pandemic, these senior salaries have been cut, and in some cases, granted in stock options. What are activists going to do with compensation?

A focus area of activists is to make sure executive pay is in line with the company performance. The median of CEO pay has risen, regardless of companies’ CEOs and Directors taking a pay cut. This is on both the S&P 500 and FTSE 100. We expect to see more focus on CEO pay in the upcoming proxy season. When it comes time for the AGMs in 2021, reflecting the 2020 performance year. – Aniel Mahabier, CEO of CGLytics

Source: CNBC Street Signs Europe

Board diversity

CNBC mentions about the motivation to change the makeup of boards, and that the representation of women on boards on the FTSE, is abysmal (still remaining below 30%). Will boards be motivated to improve diversity, due to the pandemic and the Black Lives Matter campaign?

The activist landscape is changing. We used to have the traditional activists playing a big role. Now you have passive institutional investment managers changing their style and becoming more active.

If you look at the BlackRocks and the Vanguards of the world, they are focusing on boards being composed with the right mix. Diversity plays a big role. Not only from a gender perspective, or a race perspective, but making sure you have the right skill set in place, the right tenure, and the right age diversity. It’s a number of things that make a board very effective, and I expect diversity to continue to be a focus going forward. – Aniel Mahabier, CEO of CGLytics

Companies need to be prepared for activist investors and engage with shareholders on a more timely basis. Proactive engagement between investors and companies will prevent activist campaigns going forward. Companies need the right information and tools to ensure their corporate governance risks are reduced and any deficiencies are quickly resolved.

Contact CGLytics and learn about the governance tools available and currently used by institutional investors, activist investors and leading proxy advisor Glass Lewis for recommendations in their proxy papers.

 

CGLytics provides access to 5,900 globally listed company profiles and their governance practices, including their CEO Pay for Performance, board composition, diversity, expertise, and skills.

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Tesco’s Shareholders Vote Against the Approval of Directors’ Remuneration Report

At Tesco’s AGM on Friday June 26, 2020, two-thirds of the shareholders voted against the resolution to approve the Directors’ remuneration report. Find out why

06.30.2020

At Tesco’s annual general meeting (AGM) on Friday June 26, 2020, two-thirds of the shareholders voted against the resolution to approve the Directors’ 2019 remuneration report. As mentioned in the previous article published by CGLytics earlier this month, this decision was mainly due to Tesco’s remuneration committee inflating executive bonuses by removing Ocado’s stock price from the peer group used to estimate its performance. In addition to this, Glass Lewis’ decision to advise investors to vote against Tesco’s remuneration report had substantial influence over the final results.

For the record, the exclusion of Ocado from Tesco’s peer group, whose stock has increased dramatically in the recent years, led to an outperformance by 3.3% of Tesco’s Total Shareholder Return (TSR) against its peer group instead of an underperformance by 4.2% in the case of Tesco keeping Ocado in the peer group.

If Tesco’s TSR was below its peer group index, the TSR metric, which is weighted at 0.5 of the 2017 Performance Share Plan (PSP), would have been zero. As a result, this boosted the payments to the CEO and CFO by approximately GBP 1.6 million and GBP 0.87 million, respectively.

Click here for more details about Tesco’s shareholder revolt prior to their AGM.

Tesco announced its AGM results[1] stating that:

“we recognise, however, that a significant number of shareholders had concerns with the principle of the Committee’s adjustment to the TSR comparator group”.

Moreover Tesco added that:

“following recent engagement on our Remuneration Report with a number of our larger shareholders, we have been reassured that the majority agree that the overall outcome of the 2017 PSP award is proportionate given the outstanding turnaround delivered by management”.

For now, the vote on directors’ remuneration report was not legally binding, meaning it is only advisory. Bonuses paid to the executives will still be paid out. On the other hand, the huge percentage of votes against the directors’ remuneration report (67.29%) is the largest pay revolt in Tesco’s history in the last decade.

We have seen that shareholder activism was used through Say on Pay at Tesco’s latest AGM, which means that in the future if the company is not transparent with its investors, investors will not hesitate to raise their voice against any decision they consider inappropriate or gullible.

Using data and analytics found in the CGLytics software platform, companies, investors, proxy advisors and service providers efficiently analyze and spot governance risks and red flags in seconds.

If Tesco understood how they were perceived by proxy advisor Glass Lewis prior to the proxy season and their AGM, they could have prepared adequately and avoided negative votes.

Would you like to see how your executive compensation is viewed by leading independent proxy advisor Glass Lewis and  large institutional investors?

Click here to contact CGLytics or learn more about the Glass Lewis CEO compensation analysis and peer group modeling for Say on Pay engagement, available exclusively via CGLytics.

 

Reference

[1] https://www.londonstockexchange.com/news-article/TSCO/result-of-agm/14593658

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Bennett and the Ashford Companies: Corporate Governance Pitfalls and Lessons

The companies controlled by hotelier Monty Bennett have seen controversy for exploiting a government loan program designed to help small businesses. Learn how misaligned Pay for Performance, and an unbalanced board, can result in poor decision-making and increase governance risk.

Poor corporate governance not only endangers a company’s operations and shareholder value, but also results in poor business decisions [1]. Board composition and executive compensation are key elements of corporate governance, and this article examines these key factors in relation to Bennett and the Ashford companies.

In April 2020, the group of hotel companies controlled by Texan hotelier Monty Bennett became the face of the controversies surrounding the Paycheck Protection Program (PPP), a program meant to help small businesses survive the economic impact of COVID-19. Three public companies controlled by Bennett (Ashford Inc., Ashford Hospitality Trust and Braemar Hotels & Resorts) applied for USD 126 million in loans under the PPP and received at least USD 58 million in return. The Ashford group is the largest known applicant of the government’s relief program, and Ashford Hospitality Trust alone applied for USD 76 million in 117 separate loans, the most by a single company[2]. These companies took advantage of a provision that allowed hospitality and restaurant chains to receive assistance if individual locations had fewer than 500 employees[3].

Ashford companies soon received backlash for exploiting a government loan program designed to help small businesses during a difficult time. Bennett initially refused to return USD 58.7 million his companies received and denied any wrongdoing. On April 28, 2020, Treasury Secretary Mnuchin announced that all companies that had received more than USD 2 million could be audited and held criminally liable for failing to meet the program’s criteria[4]. With mounting public scrutiny and the threat of congressional investigation, on May 2 Bennett declared his companies would return all funds.

A few days later, Douglas Kessler voluntarily resigned as President and CEO of Ashford Hospitality Trust.

Intense media scrutiny and Bennett’s initial refusal to return the funds shone a light onto the companies’ governance structure and poor financial performance. Ashford Inc., which provides asset management services, acts as an external advisor to real estate investment trusts Ashford Hospitality and Braemar. As Chairman of all Ashford companies and CEO of Ashford Inc., Bennett receives compensation from all three entities. These companies were already suffering from heavy losses and sinking stock prices long before COVID-19 struck. Ashford Hospitality had more than USD 100 million in losses in FY 2019. Amid the scandal, the NYSE threatened the company with delisting after its share price fell below USD 1, the minimum average closing price per share required to maintain listing on the NYSE[5]. Overall, the companies’ share prices have fallen over 70 percent on average over the last five years.

Pay for Performance analysis of Ashford Inc.’s CEO

However, the compensation of the Ashford group’s top executives did not decrease due to its poor financial performance. When using CGLytics’ Pay for Performance modeler to consider Ashford Inc.’s relative position compared to its industry peer group, it is revealed that Bennett’s compensation over three years as CEO is disproportionally high compared to the company’s earnings per share. Their CEO’s granted compensation is ranked on the 95th percentile whilst Earnings Per Share (EPS) is ranked in the 5th percentile displaying a misalignment between pay and performance.

Ashford Inc. also received an F grade in Glass Lewis’ Pay for Performance Analysis for FY 2018, meaning that the company’s poor financial performance is not in line with its high compensation levels.

Ashford Inc.’s Pay for Performance Analysis (2019)

Pay for Performance Ashford
Source: CGLytics Data and Analytics

Understanding the skill set of the Board

When analyzing the Ashford companies’ boards through CGLytics’s board composition and expertise tools, it is noticed that directors were unlikely to be effective lines of defense against the public’s backlash. To have an effective response, we would expect to observe board members with governance, financial, legal or risk expertise. Of the seven directors sitting on Ashford Inc.’s board, only three have governance expertise which is derived from their exposure in governance committee roles. The only member with financial expertise, J. Robinson Hays, is dependent, and no members of the board have legal or risk experience. While all directors have worked in real estate, capital management or hospitality, only three – of which two are dependent – have experience in Ashford Inc.’s specific field.

Ashford Inc.’s Board Expertise and Skills Matrix

Ashford Inc.’s Board Expertise and Skill Matrix
Source: CGLytics Data and Analytics

Looking at Ashford Hospitality Trust, only one of the three directors with governance expertise has worked in a compliance and governance role. Only two have financial expertise, with one being the outgoing CEO, and of the two individuals with legal expertise, only one has practiced law. No director has risk experience.

Ashford Hospitality Trust’s Board Expertise and Skills Matrix

Ashford Hospitality Trust’s Board Expertise and Skill Matrix
Source: CGLytics Data and Analytics

Of Braemar Hotels and Resorts’ seven directors, none has risk expertise and only one has held financial roles.

Braemar Hotels & Resorts’ Board Expertise and Skills Matrix

Braemar Hotels & Resorts’ Board Expertise and Skill Matrix
Source: CGLytics Data and Analytics

From this analysis, few directors held the expertise and skills necessary to advise the companies on the proper course of action. All companies are led by Bennett as Chairman, and the New York Times asserts that the boards are “filled with people with close ties to Bennett,” including a director whose wife’s firm provides services to the entities[6].

Board tenure is also a factor to consider in a board’s effectiveness. While long tenure can have advantages, they can be an issue if members lack the necessary expertise or if they compromise independence[7]. Two of the three boards have an average tenure of almost seven years and Ashford Inc. has only appointed one director in the past six years.

Overall, the effects of public backlash against Bennett and the Ashford companies could have been mitigated with good governance practices and decisions. In order to acquire credibility in the eyes of the public and investors, the companies should consider restructuring their compensation levels and appointing independent directors with the right skills to oversee executive management and add value to the company.

Interested to see how your company stacks up against 5,900 globally listed companies’ governance practices including their ceo pay for performance, board composition, diversity, expertise and skills?

 

Click here to contact CGLytics and learn about the governance tools available and currently used by institutional investors, activist investors and leading proxy advisor Glass Lewis in their proxy papers.

Refererences

[1] https://diligent.com/wp-content/uploads/sites/8/2019/06/Whitepaper_modern_governance-1.pdf

[2] https://www.washingtonpost.com/news/powerpost/paloma/the-finance-202/2020/04/27/the-finance-202-joe-biden-blasts-big-banks-corporateamerica-over-coronavirus-response/5ea60fc688e0fa3dea9c3036/

[3] https://www.bisnow.com/dallas-ft-worth/news/hotel/ashford-group-of-companies-affiliates-return-controversial-ppp-funding-blame-inconsistentfederal-guidance-104218

[4] https://www.bloomberg.com/news/articles/2020-04-28/mnuchin-says-all-relief-loans-of-2-million-will-be-audited

[5] https://www.sec.gov/ix?doc=/Archives/edgar/data/1232582/000123258220000019/ahtnyse8-k.htm

[6] https://www.nytimes.com/2020/05/01/business/economy/monty-bennett-small-business-loans-coronavirus.html

[7] https://insights.diligent.com/board-succession-planning/leaving-a-board-removing-board-members-term-limits-and-more

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AMP Receives Second “First Strike” Within Three Years

This article examines AMP Limited’s governance practices, board of directors’ skills and expertise, and their CEO Pay for Performance, to undestand why it found itself in hot water with the Australian Royal Commission.

Ever since the Royal Commission has been investigating alleged cases of misconduct in banking, superannuation and financial services firms in 2017[1], it has scrutinized and fined Australia’s largest financial institutions and banks. This article examines AMP Limited’s governance practices, board of directors’ skills and expertise, and its CEO Pay for Performance, to understand why it found itself in hot water.

AMP Limited is one of those companies that has frequently dealt with the Royal Commission. The company has been investigated for several cases of misconduct in recent years, making shareholders furious over the company’s mismanagement and dishonesty. As a result, shareholders have questioned both the executives’ performance and their compensation.

On May 8, 2020, AMP obtained a ‘first strike’ on its remuneration report during its Annual General Meeting (AGM) after 67.25 per cent of its shareholders voted against the adoption of the remuneration report for the financial year ending December 31, 2019[2]. However, this is not the first time the wealth management firm had experienced a first-strike. During its 2018 AGM, 61.46 per cent of shareholders voted against the adoption of its remuneration report because of the numerous scandals the firm was involved in[3].

In 2018, the company faced backlash for charging their clients service fees over a period of 90 days without rendering any advisory services[4]. AMP executive Anthony Regan admitted that the firm repeatedly misled the Australian Securities and Investments Commission (ASIC) about the deliberate nature of the 90-day fee policy. The company has announced that it will return AUD 778 million for the service fees charged to its clients, with a further AUD 440 million being returned to clients that were given inappropriate advice[5].

The company was also questioned for its implementation of the government’s Banking Executive Accountability Regime (BEAR), which was intended to hold executives accountable for misconduct and malpractice. AMP explained that it adopted a “hybrid model” where only executives from AMP Bank, as opposed to executives from the larger AMP Group, would be held accountable. The company stated such a model would be more “flexible and pragmatic” in achieving the company’s
long-term objectives.

Unfortunately, the company again found itself in hot water in 2019 when AMP and the trustees of its superannuation funds, AMP Superannuation and NM Superannuation, were confronted with a new class action for excessive fees on their accounts since 2013[6]. The law firm Maurice Blackburn claims that AMP billed unreasonably high fees to customers and violated its legal duty to act in the best interest of its clients.

One of the well-known violations of AMP was the case involving the late Mr. Daryl Oehm, who despite having passed away in October 2018 was charged fees from his account until March 2019. This occurred even after the company was informed of Mr. Oehm’s passing and the company’s subsequent agreement to “freeze” the account[7]. The Royal Commission discovered that at least 3,124 clients of AMP were continuously charged a collective total of AUD 922,000 in life insurance premiums even after their passing.

The financial giant released a statement in August 2019 announcing that it developed a three-year investment program to “fund growth, cost reductions and fix legacy issues.” The cost minimizing program plans to achieve AUD 300 million annual run-rate savings by FY22[8]. Despite its aggressive initiative, shareholders still voted against the adoption of its remuneration report during the 2020 AGM after reporting an AUD 2.5 billion loss, with AUD 2.35 billion spent on non-impairment charges and AUD 190 million on misconduct fees[9]. Shareholders protest that even though the company’s share price has declined by 25 per cent in the past 12 months from AUD 1.91 to AUD 1.42 and declared a non-payment of a final dividend, current Chief Executive Officer Mr. Francesco De Ferrari was still able to take home more than AUD 4 million in salary and short-term awards[10].

CGLytics’ Pay for Performance analysis compares CEO Mr. De Ferrari’s total realized pay with the industry peer group’s three-year total shareholder return (TSR). The CEO’s pay is disproportionately higher than the company’s TSR, with the CEO pay in the 40th percentile rank and the company’s TSR in the 0 percentile rank. The misalignment shows that the CEO’s compensation is not tied to the company’s performance resulting in the CEO receiving a generous reward despite the company’s poor performance. AMP Chairman Mr. David Murray defended the CEO’s compensation stating that the hurdles faced by the executive were of an extremely challenging nature[11].

AMP Limited’s Pay for Performance analysis

AMP Relative Positioning
Source: CGLytics Data and Analytics

The financial giant initially planned to divest its New Zealand wealth management business but ceased its proposal due to the uncertainty caused by the COVID-19 pandemic[12]. The company focuses instead on the development and growth of its businesses. The company has also stated that it is continuing with the sale of AMP Life, a life insurance arm of the company, and payment of the next dividend will be conditional on the completion of AMP Life’s sale for AUD 3 billion[13].

AMP’s numerous counts of misconduct has brought The Australian Prudential Regulation Authority (APRA) to identify certain areas for improvement for AMP’s superannuation trustees such as governance and risk management policies, breach remediation procedures, risk culture and accountability processes[14]. With not only AMP’s superannuation arm in difficulty, the company must move to expand these recommendations to the whole AMP group to strengthen its board. According to the CGLytics Board Expertise and Skill Matrix, the board is experienced in advisory, banking and investment management. However, the company lacks expertise in governance and sustainability, skills useful for compliance[15], disclosure and accountability[16].

AMP Limited’s Board Expertise and Skills Matrix

AMP Board
Source: CGLytics Data and Analytics

Using data and analytics found in the CGLytics software platform, companies, investors, proxy advisors and service providers efficiently analyze and spot governance risks and red flags in seconds. AMP will need to understand how they are perceived by proxy advisors and stakeholders going forward, not only to avoid ‘strikes’ in the future but understand areas of improvement for good governance and stewardship, ultimately driving the company forward.

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Click here to contact CGLytics and learn more about the Glass Lewis CEO compensation analysis and peer group modeling for Say on Pay engagement, available exclusively via CGLytics.

Reference

[1] https://www.theguardian.com/australia-news/2018/apr/20/banking-royal-commission-all-you-need-to-know-so-far

[2]https://client.cglytics.com/media/documents/df/34/df34b2de121967bc1e33fdc360a284b581094956/2020.pdf?v=1588940146

[3]https://client.cglytics.com/media/documents/74/4e/744e81f4e2eb8d40209410561f32f928f015e34e/2018_results.pdf?v=1536325991

[4] https://www.abc.net.au/news/2018-04-16/banking-royal-commission-financial-planners/9662166

[5] https://www.smh.com.au/business/banking-and-finance/amp-s-fees-for-no-service-scandal-could-top-1-billion-20181127-p50iqg.html

[6] https://www.smh.com.au/business/companies/it-stinks-amp-faces-class-action-on-behalf-of-1-million-customers-20190529-p51sf4.html

[7] https://www.abc.net.au/news/2019-11-11/amp-continued-to-charge-customer-months-after-death/11691870

[8]https://corporate.amp.com.au/content/dam/corporate/shareholdercentre/files/asx-announcements/2019/8_August_2019_New_strategy_to_reset_AMP.pdf

[9]https://client.cglytics.com/media/documents/3e/30/3e305d791339d441e817b1cab401ee6d336e792b/2019.pdf?v=1585294896

[10] https://www.news.com.au/finance/business/breaking-news/amp-shelves-plan-to-divest-nz-wealth-ops/news-story/3668460e76affd0f5464d5bf0861b083

[11] https://www.smh.com.au/business/banking-and-finance/shareholders-hit-amp-with-first-strike-against-executive-pay-packets-20200508-p54r6f.html

[12]https://corporate.amp.com.au/content/dam/corporate/shareholdercentre/files/asx-announcements/2020/MAY/200508_Update_on_New_Zealand_wealth_management.pdf

[13] https://www.msn.com/en-au/money/markets/shareholders-strike-against-executive-pay-at-this-asx-financial-share/ar-BB13STZ3?li=AAFsTE5

[14] https://www.apra.gov.au/news-and-publications/apra-imposes-directions-and-conditions-on-amp-super-rse-licensees

[15]https://corporate.amp.com.au/content/dam/corporate/aboutus/files/2020/April/200409_Corporate_governance_statement.pdf

[16] https://theconversation.com/amps-murray-right-to-question-the-value-of-corporate-governance-rules-100954

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