Professional Documents
Culture Documents
Productivity Commission Report
on Executive Remuneration
E ti R ti
•Geoff Miller
•Australian
Australian Treasury
Treasury
14 September 2010
14 September 2010
Corporate Governance and
Remuneration
• Importance of sound corporate governance
p
principles
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• Role of directors and shareholders in setting
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remuneration
• The need for well structured remuneration
packages
Australia’s current remuneration
framework
• Comprehensive disclosure of pay in the
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remuneration report
• Non‐binding shareholder vote on
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remuneration
• ASX Corporate Governance Council’s
Principles and Recommendations
Principles and Recommendations
PC’s inquiry on Executive
Remuneration
• Broad terms of reference, thorough review
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process.
• 17 recommendations aimed at:
– iimproving board capabilities;
i b d biliti
– reducing conflicts of interest;
– increasing shareholder engagement;
– improving disclosure; and
improving disclosure; and
– strengthening remuneration policies.
‘Two
Two‐strikes
strikes’ proposal
proposal
Year 1: ‘no’ vote of 25% or more
Year 2: ‘no’ vote of 25% or more
‘Re‐election
Re election resolution
resolution’
Extraordinary general meeting to vote on
re‐election
re election of directors within 90 days
of directors within 90 days
Remuneration consultants
Remuneration consultants
• PC’s recommendations:
– Introduce disclosure of a company’s use of
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remuneration consultants
– Require advice from remuneration consultants to
Require advice from remuneration consultants to
be provided directly to the board or remuneration
committee
• Government supported, and further
strengthened, the recommendations.
h d h d i
Disclosures in the Remuneration
Report
• PC’s recommendations:
– plain English summary of remuneration policies;
p g y p ;
– report actual levels of remuneration received;
– report total company shareholdings;
report total company shareholdings;
– establish expert panel to review framework
• Government supported the recommendations
and referred to CAMAC
d f d
Prohibition on hedging
Prohibition on hedging
• Hedging ‘de‐links’ pay and performance
• Companies currently required to disclose
hedging policies
• PC recommended prohibiting hedging
• Government supported, and further
strengthened, the recommendation
Composition of remuneration
committees
• PC recommendations:
– Amend listing rules to require ASX 300 companies
g q p
to have a remuneration committee solely
comprised of NED’s
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– Elevate the status of guidelines dealing with
composition of remuneration committees
composition of remuneration committees
• The ASX and the ASX Corporate Governance
Council have announced changes in response
il h d h i
to the PC’s recommendations
Prohibiting participation in
remuneration resolutions
• Conflict of interest with Key Management
( ) g
Personnel (KMP) voting on their remuneration
• PC recommended prohibiting KMP from
voting their shares on remuneration
resolutions
• Government
Government supported, and further
supported, and further
strengthened, the recommendation
‘No
No vacancy
vacancy’ rule
rule
• PC recommended shareholder approval
where a board seeks to invoke the ‘no
vacancy’ rule
• Government supported the recommendation
Government supported the recommendation
whilst enabling boards to retain flexibility
• Increase in board accountability will facilitate
effective monitoring of executive
effective monitoring of executive
remuneration
‘Cherry
Cherry‐picking
picking’
• PC recommended requiring all proxy holders
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to vote all directed proxies on remuneration
resolutions
• Government supported this recommendation
and proposed to extend to all resolutions
and proposed to extend to all resolutions
• Improve shareholder ‘signal’ on resolutions,
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including the non‐binding vote
Other Government initiatives
Other Government initiatives
• Reforms to termination benefits
– Shareholders empowered to reject excessive
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termination benefits
• APRA
APRA’ss standards for the financial sector
standards for the financial sector
– Aligns remuneration with risk‐taking
• Clawback proposal
– Proposal
Proposal to
to ‘clawback’
clawback remuneration in the event
remuneration in the event
of a material misstatement
Concluding remarks
Concluding remarks
• Sound corporate governance framework is
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key to ensuring well structured remuneration
• Australia’s framework is highly ranked
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internationally
• The PC’s recommendations will further refine
and strengthen the remuneration framework
and strengthen the remuneration framework