In the spirit of Monday's post, here is Canada's
Globe and Mail offering its take on executive compensation. In its "Report On Business," Bill Dimma writes:
"Except for those absent from our planet for the past couple of
decades, infamous examples of the wildly excessive senior executive
compensation that has become commonplace in the United States, though
not limited to there, are so widely known that they've become urban
legends. But unlike most urban legends, they're not myths but
unfortunate reality.
But most of you have heard this sort of thing before. So what? It's
like that famous line of Mark Twain's about the weather: "Everyone
talks about it but no-one does anything about it." Should anything be
done about these massive changes in senior executive compensation
levels, or not? And if so, what? At the broadest level, there are only
three approaches worth considering.
The first is for government to step in and impose some arbitrary
limits or at least some quasi-voluntary guidelines. Not recommended.
Even in war-time, this worked erratically and badly. The elemental
forces of supply and demand can be ignored or played down for only so
long.
The second approach is to do nothing, to believe and accept that the
wild earnings numbers are simply a reflection of a market at work. This
approach ignores the growing rumbles of discontent from society at
large, including employees further down an organization, investors and
shareholders, along with the media and opinion leaders.
The third approach also believes in letting the market work but
takes it as a given that the current market isn't working well. So
approach No. 3 focuses on ways to help ensure that the market for chief
executive officers is truly a market, not one where too many CEOs win
big, even when their shareholders win small or, worse, lose big.
Here are eight ways I believe the market can be improved:
1 - Go independent
The compensation committees of widely held public companies must be comprised entirely of independent directors.
2 - Understand pay structures
Every member of the compensation committee should be compensation-literate and, ideally, one should be an expert.
3 - When hiring Independent consultants ...
Any external compensation consultant should earn no revenue from a
corporate client beyond fees paid for executive compensation work.
4 - Clear reporting structures
Any external compensation consultant should report functionally,
though not administratively, to the independent chair of the board
compensation committee.
5 - Screen your peer group
Choose wisely and fairly when you peg your company's compensation
against others. This means being as close as is possible in measuring
product-market offerings, size, and profitability.
6 - Align your goals
Internal quantitative measures of corporate performance should be aligned with longer-run shareholder goals.
7 - Disclosure, disclosure, disclosure
Public disclosure of senior executive compensation must be "full,
fair, clear, and unambiguous," to quote from the recent report of the
Blue Ribbon Commission of the Institute of Corporate Directors.
8 - Shareholder Say for Pay
Say for Pay is the current effort to convince companies to allow
non-binding shareholder votes on senior executive compensation. This is
an idea whose time has not yet come in the Canadian setting, but I
predict that within two or three years it will become common here, as
it already is in several other advanced countries."