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‘Two strikes’ law for shareholders, but will it curb executive pay?

Two strikes - a term borrowed from baseball, now being applied to Australian executive pay. EPA/Arleen Ng

Australia’s new “two strikes” law giving shareholders more power to curb excessive executive pay packets, promises to shake up some businesses.

Homewares company GUD Holdings has already been hit with a protest vote from 42% of shareholders over the company’s remuneration report, under the new legislation introduced in July.

Under the new amendment to the Australian Corporations Act, if 25% or more of votes cast at two consecutive AGMs oppose the adoption of a remuneration report, then the company must formally respond by asking all board members except the managing director to stand for re-election within 90 days.

In addition, key management personnel whose remuneration is disclosed in the remuneration report are excluded from voting, ensuring those with an obvious interest in the outcome cannot vote.

So businesses have been put on notice.

Executive pay

There are few more controversial issues than executive pay.

Occupy Wall Street protesters. AAP
In the US, the Occupy Wall Street movement, with its banner of “we are the 99%” has been vocally critical of Wall street executive pay packages.

Here in Australia, Qantas chief executive Alan Joyce found himself in the firing line for his large pay increase despite a damaging industrial dispute.

Last week, the Australian Shareholders Association indicated it would oppose the remuneration package of Wesfarmers chief Richard Goyder and financial officer Terry Bowen at the company’s AGM in November.

Non-binding vote

Since 2005, Australian shareholders have had the right to vote on the remuneration report of their companies at an AGM.

Wesfarmers’ chief, Richard Goyder faces shareholder displeasure. AAP
But as this has been an advisory, non-binding vote, it has widely been viewed as lacking teeth.

The tougher Australian laws parallel similar moves in the Netherlands, Norway, Sweden and the United Kingdom which have responded to public outrage about executive pay levels.

The US has also introduced similar legislation effective from the 2011 proxy season in the wake of public concern about the role of excessive remuneration in the global financial crisis.

New research

Our new research backs the idea that shareholder voting is an effective way to discipline boards over unsatisfactory executive pay arrangements.

Using a sample of 240 ASX listed firms between 2001 and 2009, fellow UQ researchers Peter Clarkson, Shannon Nicholls and I investigated the pay-for-performance relationship and its effect on governance.

Pay-for-performance is an important metric because it measures how much executive pay changes or varies with firm’s performance. That is, it captures the incentive effect of the remuneration structure.

Not surprisingly, a weak pay-for-performance relationship is a focus for shareholder dissent.

Research around the effects of the UK advisory vote, for instance, showed shareholders were more likely to vote “no” on remuneration packages that are excessively high, had a weak pay-for-performance link or were greatly dilutive.

We found the average “no” vote on the remuneration report for our sample has increased steadily from 5.4% in 2005 (the first year of the vote) to 11.4% in 2009.


The pay-for-performance relation strengthened across the nine year period, with enhanced remuneration disclosure and the non-binding shareholder vote the most important avenues to achieve greater monitoring and greater shareholder control of the executive remuneration process.

Our research findings have important implications for Australian regulators and company directors. Shareholders are increasingly voicing their concerns about excessive executive pay and have used the advisory vote effectively to flag inappropriate remuneration packages to the board.

Our research suggests that boards of directors have listened to their shareholders and have adapted pay packages to be more in line with shareholder expectations.

This season, the two-strikes rule gives shareholders an even stronger say on pay and there is every reason to believe that shareholders will use it.

For their part, company boards need to listen closely to what shareholders have to say about the remuneration report and respond accordingly.

Transparent and careful disclosure about remuneration is more critical than ever this reporting season if company boards are to avoid “striking out” with their shareholders.

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