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Should shareholders have an annual binding vote on director pay?

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The British government unveiled legislation to give investors more say on the pay packages of senior corporate executives, a key milestone in a shareholder rebellion that has been rippling through the U.K. The measures include giving shareholders a binding vote on how much directors are paid and increasing transparency by requiring companies to annually publish a simple figure totaling how much directors received. The U.K. has previously led the way on say-on-pay measures that the U.S. eventually adopted. What do you think in this case?

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  • Stephen,

    How true! It is not only with our corporate leaders; it is with our political leaders as well.

    3 Recommendations

    • If you reply in a new thread, you really need to be more specific. I assume you are responding to Stephen (South), instead of Stephen (North) as he designates us; although that might change depending on thread juxtaposition. I don;t want you to feel like Stephen (South) abandoned you, but, like me, he may not go trolling for responses.

      Anyway, allow me to respond with a comment I just posted elsewhere"

      "Capitalism is supposed to be a lassiez-faire economic society. But our gumment is lousy-unfair. It favors big business, instead of the small business: the real life blood of the economy. What the gumment calls capitalism is no corporatism."

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      • Stephen, I aqree with you. Government is in bed with corporate management and the pimps who arrange it are the special interest groups and lobbyists.

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      • Nonsubscriber comments are set to "Hide" Show this comment +

        Stephen (North): Capitalism is supposed to be laissez-fair - EXCEPT when it results in monopolies and other conspiracies to exploit the public. We in the United States have found it necessary to regulate - albeit imperfectly with crude instruments - since the Interstate Commerce Act of the 1880s or so. While the Republicans would have us believe that we have an "over regulated society" which is "bad for business" what they really don't like is that Mr. Obama has countered their obstreperous behavior in the Congress with his regulatory and executive powers. Balance, counter-balance.

        The above said I agree with you totally that the gov't - all three branches it would seem - tends to favor big business. Even Mr. Boehner says his efforts and "job creating bipartisan bills" say they are to help small business but, in reality, are to help the large corporations.

        As it has been for several centuries now. No wonder some fight CHANGE. It means they have less control.

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    • Yes, we used to talk about hammer and chisel car mechanics. Now we have hammer and sickle legislators.

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    • What? Which part? The car mechanics or the politicians. Weren't you the one who said the gumment uses blunt instruments? I gave then more credit by allowing them a possible sharp one; except the never sharpen any of their "talents".

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  • Re: Rent extraction.

    This is not a PC term, but a particular type of economic abuse long-discussed in the economic literature.

    Rent extraction occurs when a party in an economically advantageous position charges significantly more than the market value of goods or services he provides, simply because he can. It is not the cost of silly regulation (of which I do not approve, either) nor is it the cost of preferential treatment of certain parties because of their political connections (although I don't approve of that, either). An example of rent extraction is, however, when the management of a company pays itself multiples of their market worth regardless of performance simply because the dispersed shareholder base is incapable of preventing it. If a company has strong takeover defenses (classified board, poison pill) it may not be possible to do anything: almost all shareholder resolutions are advisory in nature, and with plurality voting, the directors will get re-elected even if they cast the only vote in their own favor.

    'Ah,' you say, 'then the shareholders should sell the stock.' This isn't so easy for medium/large institutions which may have index mandates (which means they cannot sell the stock), be benchmarked to a particular set of companies of which the offender is a significant component (which might make the sale risky), or may not want to lock in a significant loss they have suffered thanks to management mistakes for which the offending managers have not been punished by being fired, but instead have rewarded themselves with the same sort of bonuses they receive every year. Then, there are the well-run companies where managers dilute the shareholders to death by constantly paying themselves with large options or stock grants. Without a change in the rules, these practices can go on and on for years.

    You know, a majority of the shareholders still have to decide to vote against management, which makes it unlikely that the Marxists will have the field day that opponents of this measure predict. It beats having government-mandated pay levels or limits, or confiscatory taxation, all of which would be anti-business legislation, and which I would STRONGLY oppose.

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  • To put it simply....The primary objective of the Republican party is to minimize government regulation and control in order to maximize profits and satisfy its inherent greed. i.e; Their philosophy is the hell with any fairness or morality for the masses. We are becoming more and more a two class society; the 10% of "haves" and the other 90% who will struggle to make a living. 10% of the population already control 67% of the nation's GDP and this trend is worsening..I do not support an "equal" distribution of wealth but rather a more "just" distribution.

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    Sounds like a nice idea in theory, but how would it actually function?

    What happens if/when the shareholders vote down a pay package? Is it back to the drawing board and then back again to the shareholders? Is there a backup package that rules in case of defeat? It is difficult to put anything up for a vote that is not discreet in nature.

    Further, how effective would such a vote even be? Large portions of some companies are held by the board members themselves, and many are held by institutional investors. This really limits the voice of the individual shareholder (who, it should be noted, has a very limited ownership share in the company).

    This also strikes me as being more about principle than effect. How much does a company typically spend on compensation that would be up for vote (just the board?)? Is that even a noticable chunk of their earnings (assuming a profitable company)?

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