The Regulation Of Executive Compensation Greed, Accountability and Say on Pay

Author: Kym M. Sheehan
Publisher: Edward Elgar Publishing
ISBN: 9780857938329
Published In: October 2012
Format: Hardback , 256 pages
Jurisdiction: Australia, U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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‘Based on extensive interviews with those directly involved in the executive pay setting process – executives themselves, remuneration committee members, remuneration consultants, and institutional investors – this excellent study finally explains how, despite repeated regulation over the past twenty years in both the UK and Australia, limits on the amount executives get paid, and a clear relationship between pay and performance remain as elusive as ever. Dr. Sheehan’s study suggests that by targeting the pay setting process rather than pay itself, regulation may have contributed, albeit unintentionally, to the endless upward ratcheting of absolute levels of executive pay.’
– John Roberts, University of Sydney, Australia

‘For those that believe executive remuneration in the UK and Australia is too high and poorly aligned with company performance, this book provides an excellent analytical framework and strong arguments in favor of greater shareholder oversight of remuneration practices and pay levels. It is well-written, carefully argued and persuasive in its treatment of the subject. I wholeheartedly recommend it.’
– Randall S. Thomas, Vanderbilt University Law School, US

In this timely book, Kym Sheehan examines the regulatory technique known as ‘say on pay’ – where shareholders vote on executive compensation in an annual, advisory vote on the remuneration report.

Using the model of the regulated remuneration cycle, and drawing upon evidence of its operation from interviews, voting data and remuneration reports from UK and Australian companies, the book demonstrates whether say on pay can operate successfully to both constrain executive greed and ensure accountability exists for company performance and decision-making.

The Regulation of Executive Compensation is essential reading for corporate governance academics, remuneration consultants, company directors, regulators, pension and superannuation fund trustees and unions. Politicians and their policy advisers, lawyers, accountants and anyone concerned about the corporate governance of listed companies will find much to interest them in this detailed study.

1. Greed, Accountability and Say on Pay
2. The Regulated Remuneration Cycle
3. Remuneration Practice - Institutional Investor Rule-making
4. Remuneration Committees
5. UK Remuneration Practice: Best Practice?
6. Australian Remuneration Practice: Best Practice?
7. Disclosure
8. Shareholder Voting
9. Limits of Institutional Shareholders as 'Regulators' of Executive Remuneration
10. The Advantages and Limits of Say on Pay as a Regulatory Technique
Bibliography
Index

Kym Maree Sheehan, Barrister and Solicitor, Supreme Court of Victoria, Melbourne Australia