PWC: Climate Change of More Concern to Investors than to Corporate Directors | HuffPost

VEA Vice Chair Nell Minow interviewed PwC’s Paula Loop for the Huffington Post:

A report released on October 17, 2017 from PwC finds that on some subjects there is a wide disparity between the directors who oversee corporate strategy and the investors to whom they owe the legal duties of care and loyalty. These findings are reflected in the title of the report, issued by PwC’s Governance Insights Center, The governance divide: Boards and investors in a shifting world.

The report concludes that “directors are clearly out of step with investor priorities in some critical areas,” especially with regard to climate change and sustainability and board composition. “I definitely think there is a gap,” said Paula Loop, who leads the Governance Insights Center. “There are some areas where we made some improvements, where we’ve done some bridging of the gaps but there are some areas where the gap has widened as well.”

The report revealed some surprising dissatisfaction by board members with their fellow directors. There is a significant increase with now 46 percent of the more than 800 corporate directors who responded to the survey admitting that at least one of their fellow directors should not be on the board. The reasons for dissatisfaction were evenly divided between five different categories: overstepping boundaries with management, lack of appropriate skills/expertise, ability diminished by age, reluctance to challenge management, and an “interaction style” that “negatively affects board dynamics.” Loop said, “It gets back to having a board assessment process and to really think about refreshment of the boards. We try to do the follow up discussion: How do you provide feedback to board members? Why haven’t you addressed this issue? Why is it that your board can’t do the right thing to make sure you have the right people on the board or provide coaching to the people on the board that you don’t think are doing a good job? It really gets back to board leadership.”

She noted that board quality is also a significant priority for shareholders. “Something that institutional investors have been talking quite a bit about is board composition, making sure you have the right people in the boardroom. Investors want to understand what your skills matrix is, what are the different things these individuals bring to the room and whether or not you are doing some kind of an assessment process.” She pointed to the New York City Comptroller’s Board Accountability 2.0 project, with Scott Stringer and the $192 billion New York City Pension funds asking for better board diversity, independence, and climate expertise.

But while institutional investors like pension funds raise concerns about board diversity, 24 percent of directors said that they didn’t think that racial diversity was a priority in board composition. Loop said, “We asked whether or not they thought that age diversity was important in the boardroom and 37 percent of them told us that they thought that age diversity was very important. Interestingly enough, 52 percent said they already have it. But in the S&P 500 only four percent of the directors are under the age of 50. So you do wonder, what’s their definition of age diversity?” The report’s findings on gender diversity show little progress. “All but six companies in the S&P 500 have at least one woman on their board, and 76 percent of those have at least two women. But only 25 percent have more than two women, and gender parity is rare. Only 23 companies in the Russell 3000 have boards comprised of 50 percent or more women.” Unsurprisingly, the report found that women directors thought efforts for diversity were moving too slowly, while the male directors thought there was too much focus on diversity.

For me, the most surprising finding was the overwhelming majority of directors who said their board did not need sustainability or climate change expertise. The core priority directors should have is sustainable growth, and it is impossible to do that without directors who are familiar with all aspects of sustainability, from the supply chain to the company’s reputation, technology, and product development. But investors and directors in agreement on the importance of cybersecurity expertise as a board priority. Loop said that many directors acknowledged this as an area where they need to spend more time and get more expert guidance. Only 19 percent said they had enough already.

And on the ever-popular topic of CEO pay, the report found that 70 percent of directors believe that executives are generally overpaid, although they are themselves responsible for it. Perhaps that is the most telling finding of all.

Source: PWC: Climate Change of More Concern to Investors than to Corporate Directors | HuffPost

KB Home to Cut C.E.O.’s Bonus After His Rant Against Kathy Griffin – The New York Times

The New York Times also notes other recent examples of executives whose comments were deemed to hurt the company’s brand or reputation.

Engaging in problematic activity has forced several chief executives from their jobs.

■ Brian J. Dunn of Best Buy had a relationship with an employee (2012)

■ Matt Harrigan of PacketSled ranted on social media on election night about killing President-elect Trump (2016)

■ Scott Thompson of Yahoo was found to have padded his résumé (2012)

■ Kenneth Melani of Highmark got into a fight with the husband of his then-girlfriend, who was also an employee (2012)

■ Brendan Eich of Mozilla donated $1,000 in support of a ballot measure to ban same-sex marriage, causing outrage in Silicon Valley (2014)

■ Klaus Kleinfeld of Arconic wrote to a hedge fund manager without the board’s knowledge (2017).

Pension Funds Vote “No” on Mylan Directors

Frank Glassner’s Compensation in Context newsletter reports:

Four large pension funds have asked shareholders of the drug company Mylan NV to vote against six directors, including the company’s chairman, who have been nominated for re-election at the company’s annual meeting June 22.
“We believe the time has come to hold Mylan’s board accountable for its costly record of compensation, risk and compliance failures,” said the letter to shareholders, a copy of which was filed recently with the Securities and Exchange Commission.


The letter was signed by Scott Stringer, the New York City comptroller, on behalf of the $170.6 billion New York City Retirement Systems for which he is fiduciary to the five funds within the system; Thomas DiNapoli, the New York state comptroller and sole trustee of the $192 billion New York State Common Retirement Fund, Albany; Anne Sheehan, director of corporate governance for the $206.5 billion California State Teachers’ Retirement System, West Sacramento; and Margriet Stavast-Groothuis, adviser, responsible investment, for the €205.8 billion ($230 billion) Dutch pension provider PGGM, which manages the assets of the €185 billion Pensioenfonds Zorg en Welzijn, Zeist, Netherlands.


Collectively, the pension funds own approximately 4.3 million shares of Mylan stock, worth about $170 million, said the letter to shareholders.

Are Fund Managers Asleep at the Wheel? Which Funds Enable Excessive Pay?

Excessive executive compensation is a core contributor to America’s extreme and growing income inequality. CEOs have come to be grossly overpaid, and that overpayment is bad for the companies, the shareholders, the customers, and the other employees. The 100 Most Overpaid CEOs 2017, the third in a series from As You Sow, is designed to provide investors an overview of companies that overpay their CEOs, and a look at which pension and mutual funds too often vote to approve pay. The webinar, featuring report author Rosanna Landis Weaver of As You Sow and other leading compensation experts, will present the report findings and offer attendees the opportunity to pose questions to the panelists.

Register here.

Church of England: we’ll vote to block excessive boardroom pay deals | Business | The Guardian

The Church of England, a major institutional investor, has put UK company bosses on notice that exorbitant pay deals will not be tolerated.<P><P>The Church Investors Group, which unites the Church of England and 58 related charities and organisations managing a combined £17bn, has written to the 350 biggest companies on the stock market to set out how it intends to vote at this year’s annual general meeting season.It is joining the chorus of voices expressing concern about executive pay in a year in which large numbers of companies are putting their bonus deals to a binding vote – rather than an advisory one – at their AGMs.<P><P>“We voted against two-thirds of remuneration reports that were proposed last year,” said Adam Matthews, head of engagement for the Church Commissioners – an investment fund manager that is a member of the Church Investors Group – and Church of England Pensions Board.<P><P>“We’re saying that when we see pay policies that aren’t justified we will vote against them. We want to see greater use of discretion by remuneration committees.”

Source: Church of England: we’ll vote to block excessive boardroom pay deals | Business | The Guardian

The $185 million question about ExxonMobil CEO Tillerson joining Trump’s cabinet – The Washington Post

The Washington Post’s Jena McGregor reports:

As CEO of one of the largest and most powerful public companies in the world, Tillerson received compensation valued at $24.3 million in 2015, and he ranked 29th on a list of the 200 highest paid CEOs compiled by the executive compensation research firm Equilar. The pension benefits he will receive, accumulated over more than 40 years at the company, have been valued at $69.5 million. And in a company document filed earlier this month, ExxonMobil said Tillerson has direct ownership of more than 2.6 million shares of ExxonMobil stock, which executive compensation experts say Tillerson will presumably have to divest if he is confirmed as the nation’s chief diplomat.

Yet the majority of those shares — 2 million of them, valued at nearly $185 million based on ExxonMobil’s closing share price Friday — are not yet vested. That means that the shares have been granted to Tillerson but that he doesn’t yet have outright access to them. ExxonMobil has an unusually long vesting schedule and clearly states in its filings that retirement does not speed up the vesting of those shares, meaning many of them aren’t currently due to be under Tillerson’s control for years.

Now that the company has announced Tillerson will retire at year’s end and be succeeded Jan. 1 by Darren Woods as chairman and CEO, its board is faced with a nine-figure dilemma: Should it accelerate the vesting of those shares, rewarding Tillerson for his 41 years of service just before he could take a job that has enormous influence over the geopolitics that will affect his former employer? Or should it stick to the terms in its filings, which have been cited for their good governance standards?

Source: The $185 million question about ExxonMobil CEO Tillerson joining Trump’s cabinet – The Washington Post

Portland Adopts Surcharge on C.E.O. Pay in Move vs. Income Inequality – The New York Times

The New York Times reports on a new initiative to address income inequality, based on upcoming pay ratio disclosures.

Moving to address income inequality on a local level, the City Council in Portland, Ore., voted on Wednesday to impose a surtax on companies whose chief executives earn more than 100 times the median pay of their rank-and-file workers.

The surcharge, which Portland officials said is the first in the nation linked to chief executives’ pay, would be added to the city’s business tax for those companies that exceed the pay threshold. Currently, roughly 550 companies that generate significant income on sales in Portland pay the business tax.Under the new rule, companies must pay an additional 10 percent in taxes if their chief executives receive compensation greater than 100 times the median pay of all their employees. Companies with pay ratios greater than 250 times the median will face a 25 percent surcharge.

Teamsters demand McKesson CEO return millions of dollars for role in opioid crisis – The Washington Post

The Teamsters union called Tuesday for health-care giant McKesson to take back millions of dollars in incentive pay from chief executive John H. Hammergren, citing damage to the company’s reputation caused by its role in the opioid crisis.

In a letter, Ken Hall, general secretary and treasurer of the International Brotherhood of Teamsters, urged the company’s board of directors to use its “executive clawback policy to recover all or a significant portion of CEO Hammergren’s incentive pay” over the past year and suspend future payouts until it restructures its compensation system. He also suggested that the board investigate rescinding incentive pay for other executives.

Source: Teamsters demand McKesson CEO return millions of dollars for role in opioid crisis – The Washington Post

Hermes on CEO Pay: Should be Simple, Aligned, Accountable

Remuneration Principles: Clarifying Expectations is a new report from Hermes about CEO Pay.

They note that CEO pay is uniquely disconnected from the principles and structure of every other kind of compensation and offer guidelines for investor priorities in reviewing pay proposals.

Given the deep concerns of stakeholders over executive pay in many
jurisdictions, it is in the interests of companies and investors to resolve the
tensions. To do so requires all parties to engage constructively and be willing
to make demonstrable change. To date, public policy has put responsibility
firmly on investors to regulate and control executive remuneration and this
looks set to continue, following proposals to introduce a binding say-on-pay
for annual pay awards. We, within the investment management industry,
therefore must recognise our responsibility to engage with companies
effectively as interested owners and, where necessary, use our shareholder
rights collectively and consistently.

Our Remuneration Principles

1 Shareholding: Executive management should make a material long-term investment in the company’s shares

2 Alignment: Pay should be aligned to long-term success and the desired corporate culture

3 Simplicity: Pay schemes should be clear and understandable for both investors and executives

4 Accountability: Remuneration committees should use discretion to ensure that awards properly reflect business performance

5 Stewardship: Companies and investors should regularly discuss strategy, long-term performance and the link to executive remuneration

SEC Unveils Executive Pay Ratio Guidelines – WSJ

The controversial “pay ratio” rule has finally been approved, requiring companies to disclose the ratio between the pay for the top executives and the median employee. Company executives have argued that this number is hard to calculate and misleading. Investor groups have responded that if the company knows how many employees it has and how much it is paying them, it is not a difficult calculation, and that investors are sophisticated enough to understand the significance of the disclosures.

The Securities and Exchange Commission issued its first guidelines for calculating pay ratios that compare executive compensation to that of the company’s median employee.  Companies are required to report this information in their proxy, registration and information statements, as well as annual reports for the first fiscal year beginning January 1, 2017. The rule is mandated by the Dodd-Frank law and was adopted in August 2015.

Source: SEC Unveils Executive Pay Ratio Guidelines – WSJ