Professional Documents
Culture Documents
Remuneration
Edited by
Alexander Kostyuk
Ukrainian Academy of Banking of the National Bank of
Ukraine, Sumy, Ukraine
Markus Stiglbauer
Friedrich-Alexander-Universitt Erlangen-Nrnberg,
Nuremberg, Germany
Dmitriy Govorun
Ukrainian Academy of Banking of the National Bank of
Ukraine, Sumy, Ukraine
ISBN: 978-1-78560-683-0
ISOQAR certified
Management System,
awarded to Emerald
for adherence to
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standard
ISO 14001:2004.
List of Contributors xi
Introduction from Editors xiii
Practitioners Outlook xvii
Academic Outlook xxiii
Director Remuneration is a Matter of Growing Importance
in the EU xxiii
Legislation on Directors Remuneration xxiv
Corporate Governance Codes xxiv
Remuneration Should Be Guided by Market Demands and
Linked to the Companys Results xxv
EU Commission Recommendation xxvi
Some of the Experience of Member States xxvii
Three Recommendations on Disclosure of Remuneration
Policy xxviii
Remuneration Should Promote the Long-Term Sustainability xxix
Remuneration Policy xxx
Remuneration Policies in the Financial Services Sector xxxi
v
vi CONTENTS
Remuneration 51
Structuring Variable Bonuses over Time 52
Discounting 52
Alternative Discounting Functions 53
Exponential Discounting 53
Hyperbolic Discounting 54
Quasi-Hyperbolic Discounting 54
Evaluation 55
Conclusion and Prospects 55
References 56
Index 255
List of Contributors
xi
xii LIST OF CONTRIBUTORS
D
ear readers and friends! We are happy to present to you
our new book The Theory and Practice of Directors
Remuneration: New Challenges and Opportunities.
Corporate governance faced critical new challenges during and after
the world nancial crisis and this book focuses on one of these:
remuneration practices. Both practical and theoretical fundamentals
needed urgent review. International organizations, researchers, and
practitioners have all pointed out the necessity for reform and
change. The excessive remuneration of executive directors and the
ineffective remuneration of non-executives are seen as key problems
and reasons for the nancial crisis.
The main objective of this book is to outline the practical and
theoretical issues and discuss and analyze new approaches to direc-
tors remuneration due to changes made in corporate governance
practices during the post-crisis period. Its secondary purpose is to
ignite a new debate on the issue. The book is divided into three parts
to give readers a full understanding of remuneration issues the
theoretical foundations, a cross-sectoral view, and a cross-national
analysis of current practice.
The book is the result of a great deal of work done by our inter-
national network of corporate governance professionals, many col-
leagues, and friends. We are pleased to deliver our warm regards to
Markus Stiglbauer (Germany). His contribution to editing the book
adds great value to our project. We would also like to thank Philip
J. Weights (Switzerland), who is a well-known expert in corporate
governance and banking in Europe and worldwide. The academic
outlook written by our colleague Rado Bohinc (Slovenia) sheds light
on the scholarly discussions around the topic as well as debates
among practitioners.
Our contributors are, of course, worthy of special thanks. But the
most important words of acknowledgment should be addressed to our
families who consistently supported us in undertaking this major work.
Alexander Kostyuk
Ukrainian Academy of Banking, Ukraine
Dmitriy Govorun
Ukrainian Academy of Banking, Ukraine
xiii
xiv INTRODUCTION FROM EDITORS
The recent nancial crisis has led to a loss of trust in the quality
of corporate governance and the balance of the European nancial
market. Banks play a key role in modern economies and perform
integral functions. These issues have also affected Germany espe-
cially as nancial companies play a major role in the German corpo-
rate governance system (German bank-based system). This is
made apparent by a traditionally dominant creditor protection
within commercial law accounting, which by its nature undervalues
assets and overvalues debt in nancial accounting. A sound banking
and nancial system is critical for the performance of the German
economy, particularly in the wake of the nancial crisis that began
in 2007. Since then, remuneration issues and practices in combina-
tion with extraordinary appetite for risk have been much criticized
and the implementation of the pay for performance principle
without any doubt represents a basic standard for good corporate
governance.
Thus, the German government passed two laws concerning
remuneration. The rst was the Act Regarding the Disclosure of
Management Boards Remuneration. Its main purpose is to provide
companies an incentive toward establishing appropriate, perfor-
mance-based management compensation. Nevertheless, against all
expectations, management salaries have been leveled and, unfortu-
nately, even boosted. Companies commonly argue that one cannot
separately evaluate the performance of individual board members,
said Mller, Head of the German Corporate Governance Code
Commission, in a heavy criticism. Consequently, the German gov-
ernment passed the act regarding the Appropriateness of
Management Boards Remuneration in 2009. It aims to link the
variable remuneration of the management board to the companys
development based on several years assessment data, as well as the
implementation of a cooling off period for former members of the
management board before they are able to become members of the
supervisory board. As a result, for example, Allianz SE, now assesses
the short-, middle- and long-term elements of managers variable
remuneration equally and enforces its malus system in case of bad
performance, as does Deutsche Bank AG.
Despite these positive reactions, one must differentiate the argu-
mentation when examining general empirical ndings on German
listed companies reaction toward these new regulations. Between
2007 and 2009, German companies reduced overall management
reward (16 percent) and approximately 55 percent pay less than
h500 tsd. to a member of the management board, and only 19 per-
cent pay over 1 million euro to an individual board member this
limit is psychologically important. Nevertheless, with regard to the
payment structure, we rate the development as negative. We found
that companies in general, and particularly those in the nancial
Introduction from Editors xv
I
t was with great pleasure that I accepted the invitation from
Dr. Alexander Kostyuk, Chairman of the Board of the
International Center for Banking and Corporate Governance,
to write a Foreword to this important new book The Theory
and Practice of Directors Remuneration: New Challenges and
Opportunities. This topic is of interest to many people, including
employees, investors, executives, auditors, regulators, and politi-
cians. We have witnessed the devastating effect of the global nan-
cial crisis which began in 20072008. This evolved into a Sovereign
Debt Crisis by 2010, and caused the loss of millions of jobs world-
wide. The effect is still felt today, as illustrated by the collapse
of one of Portugals largest banks, Banco Esprito Santo, as recently
as August 3, 2014. Post-crisis analysis by the World Bank and
the International Finance Corporation has identied Corporate
Governance failures as the main contributing factor to the crisis.
The failures are in four main areas: Risk Governance;
Remuneration and alignment of incentive structures; Board inde-
pendence, qualications and composition; and Shareholder
engagement. This book addresses perhaps the most emotional and
controversial of these, the remuneration issue.
The news headlines post-crisis routinely discussed Corporate
Greed, Market Abuse, with Banks Too Big to Fail, and bank-
ers Too Big to Jail. Public outrage led to the birth of the Occupy
Wall Street protest movement in September 2011. The main issues
raised were social and economic inequality, greed, corruption and
the perceived undue inuence of corporations on government, parti-
cularly from the nancial services sector. Greed is reinforced in pop-
ular culture, as illustrated in the movie Wall Street where Gordon
Gekko, a corporate raider played by the actor Michael Douglas,
says The point is, ladies and gentleman, that greed, for lack of a
better word, is good. Greed is right, greed works.
In the real world of business, politicians, voters, and investors
want to control excessive greed. On October 13, 2014, Thomson
Reuters published a press release from their subsidiary Incomes
Data Services with the headline FTSE 100 Directors Total
Earnings Jump by 21% in a Year. It explains that share-based
xvii
xviii PRACTITIONERS OUTLOOK
incentive payments and bonuses are driving the increase. IDS points
out that the median total earnings for a FTSE 100 director is now
2.4 million. The median total earnings for FTSE 100 Chief
Executives are 3.3 million. This is 120 times more than a full time
employee in 2014, compared to 47 times more than a full time
employee in 2000. Such an increasing gap is causing great concern,
and measures are now being taken in the United Kingdom to make
directors and executives more accountable, introduce Remuneration
Governance, curb bonuses, and establish mandatory bonus claw-
back periods.
The same reaction to corporate greed is felt in Switzerland. In
March 2013, Swiss voters approved a plan to severely limit execu-
tive compensation. This national referendum, commonly referred to
as the Initiative against rip-off salaries was prompted by the pub-
lic outrage against the executives of Swissair, the agship airline that
collapsed in 2001, and the political storm when Novartis, the phar-
maceutical company, agreed to a $78 million severance pay-out for
its departing chairman. The intense criticism from investors forced
Novartis to scrap the pay-out. The Swiss vote gives shareholders of
companies listed in Switzerland a binding say on the overall pay
packages for executives and directors. Swiss companies are no
longer allowed to give bonuses to executives joining or leaving the
business or to executives when their company is taken over.
Violations can result in nes equal to up to six years of salary and a
prison sentence of up to three years.
In the United States, executive remuneration is also a major con-
cern. It is reported that by 2006, CEOs made 400 times more than
average workers, a gap 20 times bigger than it was in 1965. To
address this situation, on January 25, 2011, the SEC adopted rules
for Say-on-Pay and Golden Parachute Compensation as required
under the Dodd-Frank Wall Street Reform and Consumer
Protection Act. Say-on-Pay votes must occur at least once every
three years, and Companies must disclose on an SEC Form 8-K how
often it will hold the Say-on-Pay vote. Under the SECs new rules,
companies are also required to provide additional disclosure regard-
ing golden parachute compensation arrangements with certain
executive ofcers in connection with merger transactions. Despite
the new rules, a report titled 2013 CEO Pay Survey produced by
Governance Metrics International Ratings grabs attention when it
states that the rst two executives named in their Top Ten List of
Highest Paid CEOs earned more than $1 billion in a single year, and
all 10 CEOs made at least $100 million. Historically, Oracle has
one of the highest paid US executives. For the past two years, share-
holders voted down the CEOs pay package. However, the resolution
is non-binding. Most of the votes for were cast by the CEO him-
self as he owns a quarter of the company (CNNMoney (New York),
Practitioners Outlook xix
R
emuneration, compensations, and other benets of directors
is rather new and not much publicly discussed and even not
much researched topic. However it is, especially in times of
crisis, very relevant for successful and efcient corporate govern-
ance. Without a doubt, it is a legitimate concern and expectations of
the shareholders that directors remuneration should not exceed the
agreed levels and that it should be disclosed for public scrutiny.
This book makes more familiar the issues, related to remunera-
tion, compensations, and other benets of directors. It is very topical
issue, relevant to a wide range of readers, like scholars from a vari-
ety of disciplines, professionals outside academia and also students
for use in courses. The book is also recommended to general readers
interested in the eld of business, economy, law, corporate govern-
ance, nance, accounting, and management; it is on one hand of
great theoretical interest and on the other currently needed to the
practitioners in this eld.
In the Section III of this book (Cross-Country Remuneration
Practices Analysis), the presentation of practices analysis in some
individual EU member states and in addition the EU regime for the
remuneration of directors of listed companies is presented.
xxiii
xxiv ACADEMIC OUTLOOK
EU Commission Recommendation
According to EU Commission Recommendation of April 30, 2009,1
experience over the last years, and more recently in relation to the
nancial crisis, has shown that remuneration was focused on short-
term achievements and in some cases led to excessive remuneration,
which was not justied by performance. That is why the existing
regime for the remuneration of directors of listed companies should
have been strengthened by principles which are complementary to
those contained in Recommendations 2004/913/EC and 2005/162/
EC. The structure and level of executive pay is a key tool to ensure
that directors incentives on how to run a company are aligned with
those of the company and its owners. In the past years, there were
repeated cases of mismatch between executive pay and performance
of the company. Shareholders often face difculties in being properly
informed and in exercising control over directors pay (i.e., the man-
agement of the company).
Transparency on pay and oversight thereof is insufcient; only
15 EU Member States require disclosure of the remuneration policy
and 11 Member States require disclosure of individual directors
pay. In addition, only 13 Member States give shareholders a say
on pay through either a vote on directors remuneration policy
and/or report. Shareholders need information and rights to challenge
pay, particularly when it is not justied by long-term performance.
The lack of proper oversight on remuneration leads to unjustied
transfers of value from the company to directors.2
1
Commission Recommendation of April 30, 2009, complementing
Recommendations 2004/913/EC and 2005/162/EC as regards the regime
for the remuneration of directors of listed companies (Text with EEA rele-
vance) (2009/385/EC) (Recommendation of 2009).
2
As it is shown in the Commissions impact assessment accompanying the
Recommendations 2004/913/EC, 2005/162/EC and 2009/385/EC proposal.
Academic Outlook xxvii
3
Communication From The Commission To The European Parliament, The
Council, The European Economic And Social Committee And The
Committee Of The Regions Action Plan: European company law and corpo-
rate governance a modern legal framework for more engaged share-
holders and sustainable companies (Action Plan 2012).
xxviii ACADEMIC OUTLOOK
and 2011, the share price has increased by 16% and 18% but the
remuneration of directors has also increased by 18% and decreased
(as a correction) by 10%.
To conclude, currently, not all Member States give shareholders
the right to vote on remuneration policy and/or the report, and
information disclosed by companies in different Member States is
not easily comparable. The Commission will propose in 2013 an
initiative, possibly through a modication of the shareholders rights
Directive, to improve transparency on remuneration policies and
individual remuneration of directors, as well as to grant share-
holders the right to vote on remuneration policy and the remunera-
tion report.4
4
Communication From The Commission To The European Parliament, The
Council, The European Economic And Social Committee And The
Committee Of The Regions Action Plan: European company law and corpo-
rate governance a modern legal framework for more engaged share-
holders and sustainable companies.
5
Commission Recommendations 2004/913/EC, 2005/162/EC and 2009/
385/EC.
6
The Commission also consulted on this issue in the 2010 Green Paper on
Corporate Governance in Financial Institutions.
Academic Outlook xxix
7
EUCGF, Statement March 23, 2009 Statement of the European
Corporate Governance Forum on Director Remuneration; According to
EUCGF, currently only about 60% of Member States require disclosure of
the remuneration policy and about two thirds of Member States require dis-
closure of individual director pay (see the Commission Working Staff
Document referred to above).
8
According to EUCGF, the effective impact of the Recommendation has
been minimal: see the Commission Working Staff Document SEC (2007)
1022 of July 13, 2007. 527 68 Remuneration, Compensations and Other
Benets of Directors non-cash benets. It should also explain the companys
policy on the terms of executive directors contracts. Information about the
way the remuneration policy has been drawn up should also be made
available.
9
Recommendations 2004/913/EC and 2005/162/EC as regards the regime
for the remuneration of directors of listed companies.
10
EUCGF, Statement March 23, 2009 Statement of the European
Corporate Governance Forum on Director Remuneration.
xxx ACADEMIC OUTLOOK
Remuneration Policy
A remuneration policy also includes a maximum amount of remu-
neration. This should ensure that companies make a conscious
choice as to what is the value of good management for their com-
pany. For new recruitments, the company will be able to deviate
from the maximum, but only subject to prior or ex post approval by
the shareholders.
The remuneration policy approved by shareholders should
explain how the pay and employment conditions of employees of
the company were taken into account when setting the policy or
directors remuneration by explaining the ratio between the average
remuneration of directors and the average remuneration of full time
employees of the company other than directors and why this ratio is
considered appropriate.
This ensures that companies make a conscious choice and reect
on the relative value of good management for the company and on
the interaction between executive pay and a companys general
working environment. The policy may exceptionally be without a
ratio in case of exceptional circumstances. In that case, it shall
explain why there is no ratio and which measures with the same
effect have been taken.
The remuneration policy should be submitted to shareholders
for a vote every three years. Executive remuneration can only be
awarded or paid if it based on an approved remuneration policy. In
view of the signicant differences of Member States company law,
it will be for Member States set out in detail how these principles
11
Recommendation of 2009.
12
Recommendation of 2009.
Academic Outlook xxxi
13
Commission Recommendation on remuneration policies in the nancial
services sector SEC (2009) 580 SEC(2009) 581, Brussels, 30.4.2009 C
(2009) 3159. Remuneration, Compensations and Benets in the German
AktG 68.2 taking and thus contributed to signicant losses of major nan-
cial undertakings.
14
Financial undertaking according to the recommendation, means any
undertaking, irrespective of its legal status, whether regulated or not, which
performs any of the following activities on a professional basis: (a) It accepts
deposits and other repayable funds; (b) It provides investment services and/
or performs investment activities within the meaning of Directive 2004/39/
EC; (c) It is involved in insurance or reinsurance business; (d) It performs
business activities similar to those set out in points (a), (b) Or (c). A nancial
undertaking includes, but is not limited to, credit institutions, investment
rms, insurance and reinsurance undertakings, pension funds and collective
investment schemes.
xxxii ACADEMIC OUTLOOK
of 1:1 between the xed and the variable component of the total
remuneration, with some exibility provided for shareholders to
approve a higher ratio, up to 1:2.
Corporate Governance
1 and Remuneration
C
oase (1937) was one of the rst scholars who asked why
rms exist and what precisely a rm was. Both questions are
fundamental to understand corporate governance and remu-
neration. Before the 1930s the rm was often seen as a black box
which was assumed to behave like any other self-interested utility
maximising economic actor. Although Adam Smith already cited the
problems like the separation of ownership and control in rms, it
took more than 150 years before economists such as Coase and
Williamson put theories around these questions. In the meantime
catchwords like agency theory try to explain what corporate govern-
ance is and what part remuneration plays. This chapter lays the
basis by examining the different theories of the rm, legal and eco-
nomic ones, how they are connected and what they mean for the
corporate governance and remuneration discussion. But this chapter
shall also show the limitations of these theories and present some
outlook for new theories of the rm.
Introduction
The directors of such companies [joint stock companies]
however being the managers rather of other peoples money
than of their own, it cannot well be expected, that they
3
4 UDO C. BRAENDLE AND AMIR HOSSEIN RAHDARI
costly if the parties involved could only deal with instant market
transactions. In order to carry out a market transaction it is neces-
sary to identify the party one wishes to deal with, establishing terms
and conditions, conducting negotiations and concluding a contract.
After the conclusion of the contract, monitoring is needed to make
sure that all terms and conditions are fullled. If slight changes are
wished, the whole transaction process needs to be initiated again.
Or, to put it in other words, Coase emphasised that making con-
tracts and purchasing assets and other property in markets incurred
costs that were not accounted for by the price mechanism.
Individuals would therefore organise rms and maintain them when
the organisational entity provided implicit savings in terms of assem-
bling resources, assets and labour internally.
This describes situations in which market transactions would
show their relative inexibility to re-contracting when changes in
the existing relationship arise. Regularly recurring transactions and
long-term transactions might be good examples. In such situations
longer, incomplete contracts, which are typical for rms, provide
much more exibility for the parties in a world of uncertainty.
These contracts can be left open to be exible in case of a changing
environment.
On the other hand, dissimilarities of transactions, the probabil-
ity of changes in the market prices for the relevant resources as well
as the spatial distribution of the relevant resources and transactions
highlight factors which increase the costs of using a rm.
One might argue in this context that transaction costs would be
minimised in a world without transactions. This could be achieved if
rights and duties would initially be assigned in the right way.
Based on this idea Armen Alchian and Harold Demsetz built
their theory of property rights. Property can be tangible (e.g. equip-
ment in a rm) and intangible (intellectual property), and property
rights theory argues that the ownership, which includes residual
rights to the benets of ownership, of productive assets provides a
foundation for explaining rms. According to Oliver Hart, one of
the leading scholars in this area, a rm without property is just a
phantom (Hart, 1995). In situations where ordinary contractual
relationships fail, rms arise and the ownership of capital assets puts
(collection of) persons in the position to organise production
through the purchase of economic factors, including labour (Hart,
1995).
Applied to corporate governance and remuneration, this theory
provides a supplement to contract theories. The theory claims that
legal systems should assign and secure property rights and addition-
ally explains that those who invest in or own productive property
and capital of the rm have a privileged position as legal agents to
8 UDO C. BRAENDLE AND AMIR HOSSEIN RAHDARI
Agency Theory
One of the key elements of agency theory is opportunism, a point
stressed heavily by Williamson. If one party (the agent) has discre-
tion which she is supposed to exercise for the benet of another (the
principal), she may exercise it to maximise her own utility instead.
This is inefcient where the resulting loss to the principal exceeds
the benets of the agent. If the agent is rewarded by the principal on
a basis which does not correlate her effort to the reward, the agent
may not have the incentive to exercise the highest effort. The costs
resulting from this agency problem includes both the loss of poten-
tial benets and the costs of measures designed to reduce the loss of
potential benets. Michael Jensen and William Meckling (Jensen &
Meckling, 1976) identied these costs and termed them agency
costs.
Applied to corporate governance, legal protection against fraud
and other forms of dishonesty may provide some protection. But
economic analysis suggests that internalising some of these market
transactions into a rm may substantially reduce the risks of oppor-
tunism. But despite reducing some of the costs of opportunism in
the market, the special structure of rms creates other forms of
opportunism in those entrusted with economic responsibility to
manage the rm.
Agency theory is based on the incompleteness of contracts and
the separation of ownership (shareholders) and control (manage-
ment), which is the main characteristic of corporations nowadays.
Though the resulting problems were already mentioned by Adam
Smith in the 18th century, they were prominently highlighted by
Adolf Berle and Gardiner Means in the 1930s.
They argued that a company does not behave in accordance
with the classical model, which assumed that despite the manage-
ment of companies by agents, these agents act in the best interest of
the owners of the rm. As a consequence the owners would ensure
that the agents do act in their interest. But this idea, the stewardship
theory, assumes that managers do not necessarily work only in their
personal interest. Managers are seen as honorable wealth builders
and can therefore be instructed with the management of
corporations.
Berle and Means argued that the interests of managers and
shareholder may diverge and that shareholders would not act as
owners, exacerbating the agency problem. Concerning the rst
12 UDO C. BRAENDLE AND AMIR HOSSEIN RAHDARI
ADVERSE SELECTION
Adverse selection describes an agency problem where asymmetric
information exists before the transaction occurs, leading to an inef-
cient allocation of resources. Originally, the term adverse selection
14 UDO C. BRAENDLE AND AMIR HOSSEIN RAHDARI
MORAL HAZARD
Compared to adverse selection, moral hazard describes an agency
problem which exists after a transaction is made, leading to an inef-
cient allocation of resources. The term moral hazard as well has its
origin in the insurance industry.
Applied to corporate governance, the shareholder-manager
agency relationship is a good example of moral hazard. Directors of
a company may, after signing their employment contract, start act-
ing in a way which benets themselves but not the shareholders.
Corporate Governance and Remuneration 15
This leads to all of the problems discussed above with managers act-
ing opportunistically.
Monitoring and incentive compatible contracts are two ways to
overcome moral hazard. Monitoring builds on the straightforward
idea that opportunistically acting managers will stop doing so if they
are detected and penalised. But monitoring itself is on the one hand
very costly and consequentially reduces the exibility of companies,
a fact which is very often neglected. Incentive compatible contracts,
however, are a cheaper way to reduce the moral hazard problem.
With the help of incentives, managers should be motivated to align
their interests to the ones of their shareholders. Bonuses and stock-
options are just two measures to achieve this goal. Unfortunately,
these measures are themselves subject to new problems like short-
term prot maximisation of managers to cash-in their bonuses and
stocks, without thinking too much about the longer term. Another
problem, which became especially immanent during the nancial
scandals, is that managers used their creativity in accounting to
reach their bonus threshold.
Although most of the literature puts emphasis on this classical
agency problem between the suppliers of equity the shareholders
and management, agency conicts can arise between various groups
of stakeholders in a rm.
between the two parties. But as the costs of writing such contracts
are prohibitively high, the abstract structure of corporate govern-
ance has to be introduced.
Complete contracts, which do not exist in the real world, would
also provide a solution to the agency theory. If one party (the agent)
has discretion which one is supposed to exercise for the benet of
another (the principal), they may instead exercise it to maximise
their own utility. The shareholder-manager relationship is the classi-
cal example for such an agency relationship. Agency theory results
from information asymmetries between parties, where especially the
concepts of adverse selection and moral hazard are of relevance in a
corporate governance and remuneration framework.
References
Akerlof, G. (1970). The market for Lemons: Quality uncertainty and the market
mechanism. Quarterly Journal of Economics, 84, 488500.
Alchian, A., & Demsetz, H. (1972). Production, information costs and economic
organization. American Economic Review, 62, 777795.
Bebchuk, L. (1994). Efcient and inefcient sales of corporate control. Quarterly
Journal of Economics, 109, 957993.
Berle, A., & Means, G. (1932). The modern corporation and private property. New
York, NY: Macmillan.
Braendle, U., & Katsos, J. (2013). How to control the controller CEO compensa-
tion and motivation. Corporate Ownership and Control, 11(1), 2431.
Coase, R. (1937). The nature of the rm. Economica, 4, 386405.
Demsetz, H. (1988). The theory of the rm revisited. Journal of Law, Economics and
Organization, 4, 141161.
Eisenhardt, K. M. (1989). Agency theory: An assessment and review. Academy of
Management Review, 14(1), 5774.
Fama, E. (1980). Agency problems and the theory of the rm. Journal of Political
Economy, 88, 288307.
Fama, E. F., & Jensen, M. C. (1983, June). Separation of ownership and control.
Journal of Law and Economics, 26(2), 301325.
Hart, O. (1995). Firms, contracts, and nancial structures. Oxford: Oxford
University Press.
Horngren, C. T., Datar, S. M., & Rajan, M. (2012). Cost accounting: A managerial
emphasis. Boston, MA: Prentice Hall.
Jensen, M., & Meckling, W. (1976). Theory of the rm: Managerial behaviour,
agency costs and ownership structure. Journal Financial Economics, 3, 305360.
Mallin, C. (2012). Institutional investors: The vote as a tool of governance. Journal of
Management and Governance, 16(2), 177196.
Mntysaari, P. (2012). Organising the rm: Theories of commercial law, corporate
governance and corporate law. Heidelberg: Springer-Verlag.
Ostrom, E. (1999). Coping with tragedies of the commons. Annual Review of
Political Science, 2, 493535.
20 UDO C. BRAENDLE AND AMIR HOSSEIN RAHDARI
Directors
2 Remuneration and
Motivation
Udo C. Braendle and John E. Katsos
M
oney may not be everything, but it is certainly something
that can easily be measured, in contrast to power or pres-
tige. One of the main control mechanisms that share-
holders have used to rein in rogue managers is compensation.
Through a combination of intrinsic and extrinsic incentives, share-
holders have tried to provide the right balance to motivate senior
managers to perform at their best. Shareholders have often failed in
achieving this balance through compensation. In this chapter, we
argue that this failure is not the result of compensation packages as
such, but on the focus of compensation packages on extrinsic moti-
vators such as pay-for-performance bonuses and stock options.
Instead, the focus of compensation packages should be on cultivat-
ing intrinsic motivators such as ring and prestige.
Introduction
Money may not be everything, but it is certainly something that can
easily be measured, in contrast to power or prestige. Executive con-
tracts are supposed to provide explicit and implicit incentives that
align the interests of managers with those of shareholders. The
empirical literature has focused on the sensitivity of pay (explicit
incentives) and the dismissal of executives (implicit incentives) to
corporate performance. The high payments were justied with the
extraordinary gains in wealth shareholders received through most
of the 1990s. Incentive pay was characterised as one of the
21
22 UDO C. BRAENDLE AND JOHN E. KATSOS
BASE SALARY
The base salaries for executive ofcers are in most cases determined
by benchmarks based on industry salary surveys. These surveys typi-
cally adjust for company size, reinforces the observed relation
between compensation and rm size. Even though base salaries only
make up a declining percentage of the total compensation, they are
key component of executive employment contracts. As these salaries
are xed, risk-averse executives will naturally prefer a dollar
increase in the base salary than in the variable bonus compensation.
BONUS
Almost any company offers an annual bonus plan based on perfor-
mance over the year, covering all of its top executives. Despite hetero-
geneity across industries and companies, executive bonus plans can be
categorised in terms of three basic components: performance measure,
performance standards and the structure of the pay-performance
relation (Murphy, 1999). Usually no bonus is paid until a minimum
performance hurdle is reached commonly 80% of a budgeted
target. Exceeding this hurdle, the manager receives a bonus, which
increases as performance mounts. Target bonuses are paid for
achieving the performance standard, and there is usually a cap on
bonuses paid 120% of the target is common. The value between
the minimum hurdle bonus and the cap is named the incentive
zone. The target is normally somewhere in the middle of this incen-
tive zone.
Companies normally use accounting elements, like revenues, net
income, EBIT (earnings before interest & tax), etc., to measure the
performance. The most common non-nancial performance mea-
sures used in annual incentive plans is to quantify the deviation
from ex-ante specied objectives, customer satisfaction or plant
security.
As long as the managers believe they can make the minimum
hurdle, they will naturally try to increase performance by legiti-
mate means or, if push comes to shove, by illegitimate ones.
According to the point on the pay line, they will do this either by
pushing expenses into the future or by shifting prots from present
to the future.
Some companies even went further. The Swiss bank UBS imple-
mented in 2008 the bonus-malus plan to remunerate its top execu-
tives (UBS, 2013). The main characteristic of the plan is that the
bonus pay out is spread over several periods and that in the case
underperformance a delayed pay out can be reduced or even set
to zero. Underperformance is mostly based on the prot and loss
results of the bank.
Directors Remuneration and Motivation 27
STOCK OPTIONS
Stock options are contracts which give the management the right
to buy a share of stock at a pre-specied exercise price for a per-
specied term. Stock options are a form of deferred compensation,
that is, an arrangement in which a portion of an employees income
is paid out at a date after which that income is actually earned.
These options normally become vested, that is exercisable,
over time: for example, 20% might become vested in each of the ve
years following grant. These options are non-tradable, and the exer-
cise price is often indexed to the industry or markets. The mechani-
cal explanation for the explosion in stock options, although
unsatisfactory to economists, is rooted in institutional details on
granting practices and exacerbated by the bull markets at the end of
the 1990s and the beginning of the 21st century. Therefore stock
options which are not indexed to the relevant industry are in the line
of re, as managers can free ride on the positive temper on stock
markets and prot from an environment where their own perfor-
mance does not matter, or the managers will try to increase the
stock price in short term to cash in instead of implementing a long-
term strategy. Agents can game the competition system when they
have multiple instruments at their control. This incentive problem
has become known as multitasking (Baker, 1992; Holmstrom &
Milgrom, 1990), where compensation on any subset of tasks will
result in a reallocation of activities towards those that are directly
compensated and away from the uncompensated activities. Using
ratios like sales margin or return on assets as performance measure
is dangerous, as it motivates gaming. That is because managers can
increase the measure in two ways: by either increasing the numera-
tor or decreasing the denominator.
As we can see, both schemes are not incentive-compatible and
therefore lead to manipulations. The only way to solve the problem
is according to Jensen (2001) to remove all the kinks from the pay-
for-performance line shown above. His solutions are linear incen-
tives and he convicts nonlinearly, especially convex incentives as
those will increase the variability.
But it is not easy to make a switch to adopt a linear compensa-
tion system. Target-based bonuses are deeply ingrained in minds of
managers. For incentive compensation to work, corporate boards
must choose both the right measures and the right levels of perfor-
mance. In principle, stock options employ the right measure of per-
formance for corporate executives, but they do not set the right
level. Shareholders expect boards to reward management for achiev-
ing superior returns that is for returns equal or better than those
earned by the companys peer group or by broader market indexes.
Stock options are often not indexed and therefore do not provide
this possibility.
28 UDO C. BRAENDLE AND JOHN E. KATSOS
Employee Motivation
Research on motivation within the psychology and social science
literature has been pursued since at least the 1940s (Fuller &
Jensen, 2002; Maslow, 1947). The prevailing view regarding moti-
vation is that incentives are often a great motivator. Motivators
themselves fall into two categories. Extrinsic motivation is that
which comes from outside an individual. Extrinsic motivation has
been found to sharpen focus on individuals and allow them to
accomplish manual tasks substantially faster than without incen-
tives targeting extrinsic motivation (Deci, Koestner, & Ryan,
1999). The most common incentive in the principal-agent relation-
ship is an external motivator, namely, salary. In fact, all or most
of the executive compensation and economics literature focus on
extrinsic motivators. Only recently have economists and agency
theorists had their attention drawn to the potential power of
intrinsic motivation, the second category of motivation. Intrinsic
motivation is most often based on social norms, like reciprocity
and fairness, that drive individuals to achieve some goal or task
internal to themselves, even if the perceived benets are to ones
community or society (Fehr et al., 2007).
A robust set of research in psychology and behavioural econom-
ics indicates that extrinsic motivation (i.e. pay-for-performance) is
counter-productive to success in a non-manual (i.e. thinking) task
(Deci, Koestner, & Ryan, 1999). A linked nding is that intrinsic
and extrinsic motivation crowd one another out and individuals
only have a certain pool of motivation that they can draw from
and too much of one type of motivation will force out the other. In
other words, too much extrinsic motivation, like pay, will reduce
the likelihood that individuals will be motivated intrinsically, for
instance by a desire to reciprocate goodwill.
30 UDO C. BRAENDLE AND JOHN E. KATSOS
Well-Balanced Packages
Agency theory predicts that incentive pay and takeover threats are
substitutes (Kole, 1997). This nding matches the ndings of moti-
vation theory which suggest that intrinsic and extrinsic motivators
crowd one another out. Moreover, agency theory predicts that
incentive pay should be tied to performance relative to comparable
rms, not to absolute performance. Early studies found that changes
in the CEO cash compensation were negatively related to market
performance, but positively related to rm performance (Gibbson &
Murphy, 1990). Equity-based compensation, in contrast, is not cor-
rected most of the time for market stock index movements, conse-
quently leading to a solid rejection of the relative performance
evaluation hypothesis in all recent surveys due to accounting pro-
blems, tax considerations, difculties in obtaining performance date
from competitors (Abowd & Kaplan, 1999; Bebchuk, Fried, &
Walker, 2001; Murphy, 1999).
Agency theory can be used to determine the optimal exercise
price of granted options. The options with an exercise price equal to
the companys stock price, which are very common in practice, are a
clear contradiction of the predictions of this theory (Bebchuk et al.,
2001). Theory also predicts that incentive schemes and the adoption
of the latter should result in an increase in shareholder wealth. The
latest empirical literature generally rejects this prediction, whereas
earlier event studies generally support it (Habib & Ljungqvist, 2001).
Furthermore, rms subject to blockholder monitoring are less
likely to implement stock option plans (Kole, 1997), because more
discipline substitutes for more sensitivity of pay. Managements pro-
tected by anti-takeover laws or anti-takeover amendments provide
more incentive pay to compensate for less discipline from hostile
takeovers, while in the United Kingdom takeover threats are higher
while incentive pay and the level of pay are lower than in the United
States (Conyon & Murphy, 2000). However, this theory is not con-
sistent with what we observe. Companies in industries with more
disciplining takeovers should therefore pay less, while in fact they
pay more.
In addition to these explicit incentives, implicit incentives take
the form of executive dismissal or post-retirement board services. In
the United States, this latter point seems to be true, as 75% of the
CEOs are holding at least one directorship after retirement. This is a
point which is opposed by many corporate governance codes.
32 UDO C. BRAENDLE AND JOHN E. KATSOS
Conclusion
It has become difcult to maintain the widely held view of the 1990s
that US pay practices provide explicit and implicit incentives for
aligning the interests of managers with those of the shareholders.
On the contrary, it seems that the managers have got the possibility
and the power to set their own wage at the expense of shareholders
(Bebchuk et al., 2001). Long-standing debates all over the world
show that the opinions are controversial.
We therefore suggest a new approach with the help of penalties
for the management. Instead of designing a standard contract with
a base salary and a bonus if a certain given project is successfully
enforced, the shareholder can think about a contract with a higher
bonus for a successful project and a penalty for failure. Such a sys-
tem could go even further than the bonus-malus system of executive
compensation introduced by UBS.
References
Abowd, J., & Kaplan, S. (1999). Executive compensation: Six questions that need
answering. Journal of Economic Perspectives, 13, 145168.
Andrade, G., Mitchell, M., & Stafford, E. (2001). New evidence and perspectives on
mergers. Journal of Economic Perspectives, 15, 103120.
Armstrong, C., Ittner, C., & Larcker, C. (2012). Corporate governance, compensation
consultants, and CEO pay levels. Review of Accounting Studies, 17(2), 322351.
Baker, G. (1992). Incentive contracts and performance measure. Journal of Political
Economy, 100, 598614.
Baumol, W. (1967). Business behavior, value and growth. New York, NY:
Macmillan.
Bebchuk, L., Cremers, M., & Peyer, U. (2011). The CEO pay slice. Journal of
Financial Economics, 102, 199221.
Bebchuk, L., Fried, J., & Walker, D. (2001). Executive compensation in America:
Optimal contracting or extraction of rents? NBER Working Paper No. 8661.
Becht, M., Bolton, P., & Roell, A. (2002). Corporate governance and control. ECGI
Working Paper No. 02/2002, Series in Finance.
Bergstresser, D., & Philippon, T. (2006). Performance pay and top management
incentives. Journal of Financial Economics, 80(3), 511529.
Berle, A., & Means, G. (1932). The modern corporation and private property. New
York, NY: Macmillan.
Braendle, U. (2006). Shareholder protection in the USA and Germany Law and
Finance Revisited. German Law Journal, 7, 257278.
Braendle, U., & Noll, J. (2004). The power of monitoring. German Law Journal, 5,
13491371.
Braendle, U., & Noll, J. (2005). A g leaf for the naked corporation. Journal of
Management and Governance, 9(1), 7999.
Directors Remuneration and Motivation 33
Bris, A., & Welch, I. (2005). The optimal concentration of creditors. Journal of
Finance, 60(5), 21932212.
Burkart, M. (1999). The economics of takeover regulation. Stockholm School of
Economics Working Paper (discussion paper).
Coase, R. H. (1937). The nature of the rm. Economica, 4(16), 386.
Comment, R., & Schwert, W. (1995). Poison or placebo? Evidence on the deterrence
and wealth effects of modern antitakeover measures. Journal of Financial Economics,
39, 343.
Conyon, M. (2006). Executive compensation and incentives. Academy Management
Perspectives, 20(1), 2544.
Conyon, M., & Murphy, K. (2000). The prince and the pauper? CEO pay in the US
and UK. Economic Journal, 110, 640671.
Deci, E., Koestner, R., & Ryan, R. (1999). A meta-analytic review of experiments
examining the effect of extrinsic rewards on intrinsic motivation. Psychological
Bulletin, 125, 627668.
Dodd, E. (1932). For whom are corporate managers trustees? Harvard Law Review,
45, 1145.
Dodd-Frank. (2010). Dodd-Frank Wall Street Reform and Consumer Protection Act,
Pub. L. 111203, H.R. 4173, 951 and 971 (2010). Retrieved from http://docs.
house.gov/rules/nserv/111_hr4173_nsrvcr.pdf. Accessed on September 2, 2011.
Edmans, A., & Gabaix, X. (2009). Is CEO pay really inefcient? A survey of new
optimal contracting theories. European Financial Management, 15(3), 486496.
Evan, W., & Freeman, R. E. (1988). A stakeholder theory of the modern corporation:
Kantian capitalism. Ethical Theory and Business, 97, 101.
Fehr, E., Schmidt, K., & Klein, A. (2007). Fairness and contract design.
Econometrica, 75, 121154.
Frydman, C., & Saks, R. E. (2007). Executive compensation: A new view from a
long-term perspective. 19362005, FEDS Working Paper No. 200735; AFA 2008
New Orleans Meetings Paper. Retrieved from http://ssrn.com/abstract=972399
Fuller, J., & Jensen, M. (2002). Just say no to Wall Street: Putting a stop to the earn-
ings game. Journal of Applied Corporate Finance, 14(4), 4146.
Gibbson, R., & Murphy, K. (1990). Relative performance evaluation for chief execu-
tive ofcers. Industrial and Labor Relations Review, 43, 3051.
Grossman, S., & Hart, O. (1986). The costs and benets of ownership: A theory of
vertical and lateral integration. Journal of Political Economy, 94, 691719.
Habib, M., & Ljungqvist, A. (2001). Underpricing and entrepreneurial wealth losses:
Theory and evidence. Review of Financial Studies, 14, 433458.
Holmstrom, B., & Milgrom, P. (1990). Regulating trade among agents. Journal of
Institutional Theoretical Economics, 146, 85105.
Ingley, C., Mueller, J., & Cocks, G. (2011). The nancial crisis, investor activists and
corporate strategy: Will this mean shareholders in the boardroom? Journal of
Management and Governance, 15(4), 557587.
Jensen, M. (2001). Corporate budgeting in broken lets x it. Harvard Business
Review, November, 94103.
Jensen, M., & Meckling, W. (1976). Theory of the rm: Managerial behaviour,
agency costs and ownership structure. Journal Financial Economics, 305360.
Jensen, M., & Murphy, K. (1990). CEO incentives: Its not how much you pay, but
how. Harvard Business Review, 68(May/June), 138153.
34 UDO C. BRAENDLE AND JOHN E. KATSOS
Executive
3 Compensation in the
21st Century: Future
Directions
Udo C. Braendle and
Amir Hossein Rahdari
35
36 UDO C. BRAENDLE AND AMIR HOSSEIN RAHDARI
As identied by John Stuart Mill (1873) that xed salaries are not
enough for incentivizing managers in the 19th and the 20th centu-
ries, we must reach a similar turning point in the 21st century. The
recruitment, training, and retaining process of employees need to be
aligned with the social culture and objectives of the organization.
The training processes need to motivate the employees to be socially
responsible and to enable them to put forward their innovative ideas
that have positive economic and social implications. The incentive
system should be revolutionized as the mere economic carrot and
stick and reinforcement of punishment are not effective anymore as
a series of experiments in the science of motivation, such as the can-
dle problem presented posthumously by Karl Duncker, showed that
these kinds of incentives only work for simple tasks that do not need
sophisticated cognitive skills; however, for tasks with higher cogni-
tive abilities, most of the tasks of the 21st century, that require inno-
vation, creativity, and out-of-box thinking, not only nancial
incentives do not improve performance but they have also led to
poorer performance in some cases (Ariely, Gneezy, Loewenstein, &
Mazar, 2005; Pink, 2006).
Google and a throng of other companies have utilized more
intrinsic motivators, and the higher performance of their employees
1
Epitomes of transformative CSR can be found in companies like Unilever,
Patagonia, and Interface.
Executive Compensation in the 21st Century: Future Directions 37
showed that extrinsic motivators are not any more the sole player of
the incentive game. For example, Atlassian, an Australian software
company, has a program called FEDEX days in which the company
gives its employees free days so that they can work on whatever pro-
ject they want and the results were so startling that the company is
planning to expand FEDEX days to include 20% of the employees
working hours like Google. This is also true in case of managers and
senior executives. These new models of incentivizing are taking over
in the 21st century and are expedient in providing an environment
where intrapreneurship and entrepreneurship can burgeon.
2
In Latin: Good and Bad.
3
The risk or probability of Black Swan events occurrence.
38 UDO C. BRAENDLE AND AMIR HOSSEIN RAHDARI
Cap
Maximize Minimize earnings
earnings
Bogey
Big Bath
Figure 1: Big Bath and Cap [The Horizontal Axis Represents Performance Measure (e.g.,
Return on Investment) and Vertical Axis Represents Compensation (e.g., Bonus)].
Conclusion
As the corporate social and environmental responsibilities are
increasingly coming to attention, the demand for the development of
new compensation schemes that evaluate executives performance
based on nancial, environmental, governance, and social perfor-
mance is rising swiftly.
References
Ariely, D., Gneezy, U., Loewenstein, G., & Mazar, N. (2005). Large stakes and big
mistakes. Working Paper No. 05-11, Federal Reserve Bank of Boston.
Bebbington, J., & Larrinaga, C. (2014). Accounting and sustainable development: An
exploration. Accounting, Organizations and Society, 39, 395413.
Bebchuk, L., & Fried, J. (2004). Pay without performance: The unfullled promise of
executive compensation. Cambridge, MA: Harvard University Press.
Bebchuk, L., Fried, J., & Walker, D. (2001). Executive compensation in America:
Optimal contracting or extraction of rents? University of California Program in Law
and Economics Working Paper Series No. 50.
Contrafatto, M., & Burns, J. (2013). Social and environmental accounting, organisa-
tional change and management accounting: A processual view. Management
Accounting Research, 24, 349365.
Crane, A., Matten, D., & Moon, J. (2008). Corporations and citizenship. Cambridge:
Cambridge University Press.
Dahlsrud, A. (2008). How corporate social responsibility is dened: An analysis of 37
denitions. Corporate Social Responsibility and Environmental Management, 15,
113.
Elkington, J. (1994). Towards the sustainable corporation: Win-win-win strategies for
sustainable development. California Management Review, 36(2), 90100.
Ellig, B. R. (2007). The complete guide to executive compensation. New York, NY:
McGraw-Hill.
Freeman, E. (1984). Strategic management: A stakeholder approach. London: Pitman.
Freeman, R. E., Harrison, J. S., Wicks, A. C., Parmar, B., & Colle, S. D. (2010).
Stakeholder theory: The state of the art. New York, NY: Cambridge University Press.
Gray, R. (2010). Is accounting for sustainability actually accounting for
sustainability and how would we know? An exploration of narratives of organisa-
tions and the planet. Accounting, Organizations and Society, 35, 4762.
Hawken, P., Lovins, A., & Lovins, L. H. (2008). Natural capitalism: Creating the
next industrial revolution. Washington, DC: US Green Building Council.
Healy, P. M. (1985). The effect of bonus schemes on accounting decisions. Journal of
Accounting and Economics, 7(13), 85107.
Kaplan, S. R., & Norton, P. D. (1996). Linking the balanced scorecard to strategy.
California Management Review, 39(1), 5379.
Kaplan, S. R., & Norton, P. D. (2001). Commentary Transforming the balanced
scorecard from performance measurement to strategic management: Part I.
Accounting Horizon, 15(1), 87104.
42 UDO C. BRAENDLE AND AMIR HOSSEIN RAHDARI
Mackey, J., Sisodia, R., & George, B. (2013). Conscious capitalism: Liberating the
heroic spirit of business. Boston, MA: Harvard Business Review Press.
McIntosh, M. (2015). Thinking the twenty-rst century: Ideas for new political econ-
omy. Shefeld: Greenleaf Publishing.
Mill, J. S. (1871). Principles of political economy: With some of their applications to
social philosophy (7th ed., Vol. 1). London: Longmans, Green, Reader.
Mill, J. (1873). Principles of political economy: With some of their applications to
social philosophy. London: Longmans, Green, Reader.
Neubaum, D. O., & Zahra, S. A. (2006). Institutional ownership and corporate social
performance: The moderating effects of investment horizon, activism, and coordina-
tion. Journal of Management, 32, 108131.
Piketty, T. (2014). Capital in the twenty-rst century. Cambridge: The Belknap Press
of Harvard University Press.
Pink, D. H. (2006). A whole new mind: Where right-brainers will rule the future.
New York, NY: Riverhead Books.
Porter, M. E., & Kramer, M. R. (2011). Creating shared value. Harvard Business
Review, 89, 117.
Preston, L. E., & OBannon, D. P. (1997). The corporate social-nancial performance
relationship: A typology and analysis. Business and Society, 36, 419429.
Rajan, R. G. (2005). Has nancial development made the world riskier? Washington,
DC: IMF.
Rexhepi, G., Kurtishi, S., & Bexheti, G. (2013). Corporate social responsibility (CSR)
and innovation the drivers of business growth? Procedia Social and Behavioral
Sciences, 75, 532541.
Rockstrm, J., Steffen, W. L., Noone, K., Persson, ., & Chapin III, F. S. (2009).
Planetary boundaries: Exploring the safe operating space for humanity. Ecology and
Society, 14(2), 32.
Skouloudis, A., Evangelinos, K., & Kourmousis, F. (2010). Assessing non-nancial
reports according to the global reporting initiative guidelines: Evidence from Greece.
Journal of Cleaner Production, 18, 426438.
Sthl, S., & Appelkvist, M. (2014). CEO succession and big bath accounting: A study
of how succession and compensation affects a CEOs discretionary accounting deci-
sions. Stockholm: Stockholm School of Economics.
Steffen, W., Richardson, K., Rockstrm, J., Cornell, S. E., Fetzer, I., Bennett, E. M., &
Srlin, S. (2015). Planetary boundaries: Guiding human development on a changing
planet. Science Express, 347, 115.
Visser, W. (2010). CSR 2.0: From the age of greed to the age of responsibility. In W.
Sun, J. Stewart, & D. Pollard (Eds.), Reframing corporate social responsibility:
Lessons from the global nancial crisis (Vol. 1, pp. 231251). Critical Studies on
Corporate Responsibility, Governance and Sustainability. Bingley, UK: Emerald
Group Publishing Limited.
Visser, W. (2011). The age of responsibility: CSR 2.0 and the new DNA of business.
Chichester: Wiley.
Wood, D. (1991). Corporate social performance revisited. Academy of Management
Review, 16(4), 691718.
Wood, D. J. (2010). Measuring corporate social performance. International Journal
of Management Reviews, 12, 5084.
Executive Compensation in the 21st Century: Future Directions 43
Yalcin, N., Bayrakdaroglu, A., & Kahraman, C. (2012). Application of fuzzy multi-
criteria decision making methods for nancial performance evaluation of Turkish
manufacturing industries. Expert Systems with Applications, 39, 350364.
Zeithaml, V. (1987). Dening and relating price, perceived quality and perceived
value. Cambridge: Marketing Science Institute.
Zeithaml, V. (1988). Consumer perceptions of price, quality and value: A means-end
synthesis of evidence. Journal of Marketing, 52, 222.
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Section II
Cross-Industrial Remuneration
Practices Analysis
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CHAPTER
Financial Companies
4 Regina W. Schroder
Introduction
Ever since corporate governance crossed the Atlantic Ocean, it
has been broadly and multifacetedly discussed. Amongst other
governance-related subjects its implementation in various elds has
been an issue. As a remedy, different forms of corporate governance
(such as industrial and the social governance) were developed.
Financial governance, which is not part of industrial, or social
governance, became a topic of discussion later. However, since the
recent nancial crisis, the literature has paid particular attention to
it, as the number of publications dealing with nancial governance
shows (Hopt, 2011, 2013; Kirton, 2005; OECD, 2009; Underhill &
Zhang, 2008). In their analysis of nancial rms that experienced
the nancial crisis in 2007 and 2008, Erkens, Hung, and Matos
(2012) found, for example, that companies with more independent
boards and higher institutional ownership suffered worse stock
returns.
The interplay between nancial governance and remuneration
has so far received little attention. This chapter contributes to clos-
ing this gap, at least in part. In particular, the chapter focuses on the
question of how to evaluate remuneration over time, and how to
discount payments received in different time periods.
The chapter is structured into ve sections. Following this intro-
duction, the second section rst highlights the elements of corporate
governance in nancial institutions, focusing on stakeholders inter-
ests. The following section then elaborates on European initiatives
for enhanced governance and remuneration and is split into two
47
48 REGINA W. SCHRODER
Firm
Share-
holders
Dividends
Capital growth
Safe investment
CORPORATE GOVERNANCE
This section focuses on the changes made in corporate governance
between 2010 and 2013 as illustrated in Figure 2.
In June 2010, the European Commission published a Green
Paper on corporate governance in nancial institutions and remu-
neration policies. This paper examined multiple aspects of corporate
governance and sought out stakeholders opinions on several issues,
for example, on the functioning of boards of directors,
Financial Companies 51
t
June: April: December: Over the year: -not yet
Green Paper Release of a Release of an Several known-
on Corporate new action plan for additions to
governance in consultation enhancement and changes
financial paper on and in the codes
institutions Corporate modernization database (e.g.,
and Governance of the EU France
remuneration Framework Corporate released in
policies Governance June a revised
framework version of the
September: corporate
Submission of governance
comments on code of listed
the papter by corporations)
Lloyds
November:
Release of
responses and
a feedback
statement
Remuneration
After the nancial crisis, not only has overall corporate governance
attracted debate, but also remuneration practices, which the green
paper on corporate governance also dealt with.
52 REGINA W. SCHRODER
DISCOUNTING
To evaluate the sum of (potential) payments their net present value
(NPV) is calculated. This value represents the sum of all payments
(here the remuneration) at a specic point in time. Normally, the
value is either calculated for the initial point in time, that is, when
the present period started, or for the periods end. The use of the
NPV is subject to several conditions. For instance, the capital market
needs to be perfect, and the discounting rate has to be consistent.
Financial Companies 53
EXPONENTIAL DISCOUNTING
The exponential discounting method is based on Samuelsons model
of discounted benet and is the most commonly referred to in the lit-
erature. The models idea is that the total value of all future cash
ows is equivalent to the sum of all discounted revenues (R) and
payments (P), if an over-the-time constant discounting rate dr (with
dr = 1 + i) is assumed. The following equation for the NPV illus-
trates this discounting form.
X
T
NPV = Rt Pt dr t 1
t=0
HYPERBOLIC DISCOUNTING
According to Frederick, Loewenstein and ODonoghue (2002) the
best documented deciency of the exponential discounting is its
assumption of an over-the-time unchanged discount rate. As an
answer thereto the hyperbolic discounting assumes an over-the-time
decreasing discount rate which is more in accord with multiple
empirical analyses:
There is [...] strong empirical evidence that people discount
the future hyperbolically, applying larger annual discount
rates to near-term returns than to returns in the distant
future. (Cropper and Laibson, 1998, p.1)
df h = 2
1 t
QUASI-HYPERBOLIC DISCOUNTING
Often the hyperbolic discounting function is not applied, but just
approximated. In many cases then a quasi-hyperbolic discounting
function (dfqh) is used, because it reproduces some of the qualitative
characteristics of a hyperbolic discounting function and regarding its
structure is similar to an exponential discounting function, at least,
as long as the coefcient is equal to or even larger than zero and at
the same time not larger than one. The discounting function then
has the following form:
df qh = t 3
Financial Companies 55
1.0
0.9
Value of the discounting function
0.8
0.7
0.6
0.5
0.4
0.3
0.2
0.1
0.0
0 2 4 6 8 10 12 14 16 18 20 22 24 26 28 30 32 34 36 38 40 42 44 46 48 50
Time
EVALUATION
Due to the three discounting functions presented above, the question
arises how these functions are related. Surely it is possible to nd an
example, that is, assume values for all variables and coefcients
used, and then make the necessary calculations. But a comparison of
calculated values is difcult, as the time frame assumed in all func-
tions supposedly varies. Figure 3, however, illustrates the three func-
tions assuming a comparable time frame for all three discounting
functions.
As this gure shows, none of the discounting functions consid-
ered always lead to the highest present value of all revenues and
payments considered. Thus, it is essential to declare which function
is used in order to correctly anticipate the consequences of any
reward offered and remuneration paid. This information should be
integrated in the governance concept and report. It then constitutes
an element of the governance concept that might be integrated in
Figure 1 in the form of a surrounding frame.
References
Barontini, R., Bozzi, S., Ferrarini, G., & Ungureanu, M. C. (2013). Directors remu-
neration before and after the Crisis: Measuring the impact of reforms in Europe. In
M. Belcredi & G. Ferrarini (Eds.), Boards and shareholders in European listed compa-
nies. Cambridge: Cambridge University Press. Retrieved from http://papers.ssrn.com/
sol3/papers.cfm?abstract_id=2250677
Cropper, M., & Laibson, D. (1998). The implications of hyperbolic discounting for
project evaluation. Retrieved from http://elibrary.worldbank.org/doi/book/10.1596/
1813-9450-1943
Deloitte. (2013). Directors remuneration report: Overview of new Disclosure
Requirements. Retrieved from http://www.deloitte.com/assets/Dcom-United
Kingdom/Local%20Assets/Documents/Services/Tax/uk-tax-overview-new-disclosure-
requirements.pdf
Doyle, P. (1994). Setting business objectives and measuring performance. European
Management Journal, 22(2), 123132.
Erkens, D. H., Hung, M., & Matos, P. (2012). Corporate governance in the
20072008 crisis: Evidence from nancial institutions worldwide. Journal of
Corporate Finance, 18, 389411.
Frederick, S., Loewenstein, G., & ODonoghue, T. (2002). Time discounting and time
preference: A critical review. Journal of Economic Literature, 40(2), 351401.
Gillan, S. L. (2006). Recent developments in corporate governance. An overview.
Journal of Corporate Finance, 12, 381402.
Hopt, K. J. (2011). Comparative corporate governance: The state of the art and inter-
national regulation. American Journal of Comparative Law, 59(1), 173.
Hopt, K. J. (2012). Corporate governance of banks after the nancial Crisis. In E.
Wymeersch, K. J. Hopt, & G. Ferrarini, (Eds.), Financial regulation and supervision,
a post-crisis analysis (pp. 337367). Oxford: Oxford University Press.
Financial Companies 57
Industrial Companies
5 Yusuf Mohammed Nulla
Introduction
This chapter will explore the industrys effects on Directors remu-
neration, particularly focusing on the effect of energy, metal, mining,
and health industries on CEO compensation in Canada and United
States. In the beginning of this chapter, the background and the role
of principal-agent problems in CEO compensation will be discussed.
The core of the chapter presentation will be based on discussing the
impact of primary benchmarks, variables used in CEO contract,
rm size, rm performance, and CEO power (corporate governance)
on CEO compensation. It will be a comparative study which
includes Canadian and United States public companies traded on
the Toronto Stock Exchange (TSX/S&P) and New York Stock
Exchange (NYSE) indexes. The later parts of the chapter will discuss
the impact of policy, design, factors, boards role in directors remu-
neration, and accounting regulation on directors remuneration.
This chapter will then conclude with a summary.
Background
The CEO compensation system has been greatly misunderstood by
the public for some time but it has emerged as a concern during the
period of the global credit crunch from 2007 to 2009. The general,
social, ethical belief is that CEOs should be rewarded based on
accounting performance and should be penalized if companies per-
form below market expectations. This belief resulted in numerous
single studies conducted in the United States and United Kingdom,
59
60 YUSUF MOHAMMED NULLA
Research Design
The qualitative study was conducted based on two hundred and
forty companies from TSX/S&P and NYSE indexes focusing on
energy, metal, mining, and health sectors. The duration of the
study was from 2005 to 2010. The longitudinal study approach,
random sample, and survey methods were selected. The linear
regression equation was adopted for statistical calculations. The
CEO compensation was assigned as the dependent variable. The
rm size, rm performance, and CEO power were assigned as inde-
pendent variables. The subvariables of CEO compensation where
CEO salary, bonus, and total compensation. The subvariables of
rm size were total sales and total number of employees. The sub-
variables of rm performance were return on assets, return on
equity, net prot margin, earnings per share, cash ow per share,
common stocks outstanding, book and market values of common
stocks. The subvariables of CEO power were CEO age, CEO
shares outstanding, CEO shares value, CEO tenure, CEO turnover,
5 percent management ownership, and 5 percent individual/institu-
tional ownership. The 5 percent condence interval was assumed
in this study.
Results
The results found that among energy, metal, mining, and health
industries there was a relationship between CEO compensation, rm
Industrial Companies 63
1
Nulla (2013e).
2
Weak ratio = 0.000.25; moderate ratio = 0.260.50; moderate ratio =
0.510.75; and strong ratio = 0.761.00.
3
Nulla (2013d).
4
Canada and United States.
64 YUSUF MOHAMMED NULLA
5
Nulla (2013b).
66 YUSUF MOHAMMED NULLA
6
Nulla (2013a) and Nulla (2012).
7
Nulla (2013b).
Industrial Companies 67
Accounting Regulation
Due to global expansion of North American companies, one unied
accounting standard is demanded for nancial reporting and analy-
sis by investors, stockholders, and government. The emergence of
International Financial Reporting Standards (IFRS) globally has cre-
ated a viable option to adopt in North America. As such, Canada
has decided to adopt IFRS in 2011 from Canadian GAAP. Similarly,
8
Nulla (2013c).
68 YUSUF MOHAMMED NULLA
the United States will soon (over the next several years) adopt IFRS
from US GAAP. By adopting IFRS in North America, the nancial
reporting indeed has and will become more informative and market
valued. The empirical research on directors compensation is in early
stage under IFRS nancial reporting. Through the adoption of IFRS
in North America, indeed directors compensation will be more
volatile if accounting performance criteria are weighted in the CEO
contract, such as in owner-managed companies, and nancial and
manufacturing industries.
Conclusion
This chapter has explored the energy, metal, mining, and health
industrys effects on directors remuneration in Canada and United
States. In addition, it has discussed the impact of policy, design,
factors, boards role in directors remuneration, and accounting
regulation on directors remuneration. The results found that
among energy, metal, mining, and health industries, there was a
relationship between CEO compensation, rm size, rm perfor-
mance, and CEO power. However, CEO contracts in Canada are
characterized as balanced between short- and long-term compensa-
tion systems. On the other hand, CEO contracts in the United
States tended to promote the retirement reward system in terms of
pension, insurance, stock, medical, and other long-term benets in
the CEO contracts. The correlation results demonstrated that
industry and market culture have an effect on the design of CEO
contract in terms of linking between CEO salary, bonus, long-term
benets, and rm size. The correlation between CEO compensation
and rm performance, although it was mostly positive, varies with
industry due to different variables used in the CEO contract. As
such, the correlations were ranged from weak negative to strong
positive ratios. However, consistently, in all these industries,
accounting net income/net prot margin has a positive inuence on
the CEO compensation in particular, CEO salary and bonus. In
addition, it was found that CEO power has a weak inuence on
CEO compensation perhaps due to the strong inuence of rm size
and accounting performance as prime criteria toward determining
CEO compensation.
Despite the six decades of research in the area of executive com-
pensation by many scholars, I came to the conclusion that the execu-
tive compensation research should be continuous, to improve the
understanding the framework, and educate the public towards how
the executives are evaluated to entitle mammoth amount of bonuses
and pensions, far superior from the average worker lifetime
Industrial Companies 69
References
Agarwal, R., & Samwick, A. (1999). The other side of the trade-off: The input of risk
on executive compensation. Journal of Political Economy, 107(1), 65105.
Bebchuk, L. A., Fried, J. M., & Walker, D. I. (2002). Managerial power and rent
extraction in the design of executives compensation. University of Chicago Law
Review, 69(3), 751846.
Core, J. E., Holthausen, R. W., & Larcker, D. E. (1999). Corporate governance, chief
executive compensation, and rm performance. Journal of Financial Economics, 5(3),
371406.
Dalton, D. R., Hitt, M. A., Certo, S. T., & Dalton, C. M. (2007). The fundamental
agency problem and its mitigation: Independence, equity, and the market for corpo-
rate control. Academy of Management Annals, 1, 164.
Eaton, J., & Rosen, H. (1983). Agency delayed compensation, and the structure of
executive remuneration. Journal of Finance, 5, 14891505.
Eisenhardt, K. M. (1989). Agency theory: An assessment and review. Academy of
Management Review, 14, 5774.
Finkelstein, S., & Boyd, B. K. (1998). How much does CEO matter? The role of man-
agerial discretion in the setting of CEO compensation. Academy of Management
Journal, 41, 179199.
Finkelstein, S., & Hambrick, D. (1989). Chief executive compensation: A study of the
intersection of markets and political processes. Strategic Management Journal, 10(2),
121134.
Finkelstein, S., & Hambrick, D. (1996). Strategic leadership: Top executive and their
effects on organization. New York, NY: West Publishing.
Hart, O. D. (1983). The market mechanism as an incentive scheme. Bell Journal of
Economics, 14, 366382.
Jensen, M. C., & Meckling, W. H. (1976). Theory of the rm: Managerial behaviour,
agency costs and ownership structure. Journal of Financial Economics, 3, 305360.
Jensen, M. C., & Ruback, R. S. (1983). The market for corporate control. Journal of
Financial Economics, 11, 550.
Mehran, H. (1995). Executive compensation structure, ownership, and rm perfor-
mance. Journal of Financial Economics, 38, 163184.
Nulla, Y. M. (2012). The accounting relationship between CEO cash compensation
and rm size in TSX/S&P companies. International Journal of Scientic and
Engineering Research, 3(7) (July), 16.
Nulla, Y. M. (2013a). A myth vs. fact, the inuence of rm size on CEO cash com-
pensation: A longitudinal study. International Journal of Scientic and Engineering
Research, 4(10).
Nulla, Y. M. (2013b). CEO cash compensation, rm size, rm performance, and
CEO power: An empirical comparative study on TSX/S&P and NYSE indexes com-
panies. D.Phil./Ph.D. Thesis, UGSM-Monarch Business School Switzerland.
70 YUSUF MOHAMMED NULLA
Directors
6 Remuneration in the
United States
Andrew J. Felo
Introduction
Although executive compensation in the United States has received
tremendous attention from politicians, investors, and regulators
over the last several years, less attention has been paid to how rms
remunerate members of their boards of directors. However, both
types of remuneration confront similar issues. For example, how
should rms structure (forms of compensation and amounts of each
form of compensation) remuneration so that directors are encour-
aged to work on shareholders behalf and not on the behalf of
executives or on their own personal behalf? Also, how do rms use
remuneration to attract and retain experienced directors? In addi-
tion, both types of remuneration are regulated in similar ways in the
United States, although director remuneration is not as highly regu-
lated as is executive compensation. This chapter discusses various
issues related to the remuneration of board of director members in
the United States.
One unique aspect of director remuneration is that directors
essentially establish their own compensation, with little to no over-
sight. That is because director remuneration is typically established
by the compensation committee (or its equivalent) of a rms board
of directors. Any stock options paid to directors must come from a
plan adopted by the board of directors and approved by share-
holders, but shareholders rarely reject plans adopted by boards.
Director elections also provide a potential check on director remu-
neration as shareholders can vote directors out of their positions if
they are unhappy with the compensation they award themselves.
73
74 ANDREW J. FELO
On July 26, 2006, the SEC passed new rules concerning execu-
tive and director compensation. Although these rules relate primarily
to executive compensation, they also relate to director compensa-
tion. These rules require that rms provide information on all com-
ponents of executive and director compensation in a single table in
76 ANDREW J. FELO
Remuneration Design
A recent survey of rms on the Standard and Poors 500 Index
shows that average remuneration for directors in 2013 was approxi-
mately $251,000 (Green & Suzuki, 2013). This represents the sixth
consecutive year that average director compensation increased at
these rms. Although the $251,000 is a 15 percent increase since
2007, average CEO compensation for these rms increased 33 per-
cent over the same period. The same survey indicates that directors
spent approximately 250 hours on board matters during the year at
these rms.
In a survey of rms listed on the NASDAQ and NYSE markets
published by The Conference Board (a much broader sample of
rms than the Standard and Poors 500), Tonello (2013) reports the
median total director remuneration ranges from $53,300 in the
smallest rms (based on revenue) to $240,000 in the largest rms
(based on revenue). When classifying rms based on industry,
energy rms report the highest median total remuneration
($202,555) and commercial banks report the lowest median total
remuneration ($47,200). The survey also reports that director remu-
neration continues to increase. The author attributes the increase in
remuneration to an increase in time directors spend on rm business,
an increase in personal liability for directors, and a decrease in sup-
ply of potential directors due to increased independence and exper-
tise requirements for board service.
According to the survey, rms listed on the NYSE and
NASDAQ typically compensate their directors with a combination
of a cash retainer, meeting fees, full value shares of stock, and stock
options (Tonello, 2013). Stock and stock options are used to incenti-
vize directors to look out for the best interests of shareholders, while
meeting fees are used to motivate directors to attend board and com-
mittee meetings. The cash retainer is the only component that is
guaranteed to directors regardless of rm performance or meeting
attendance. I expand on each component below.
Survey results indicate that the median cash retainer in the 2011
scal year ranges from a low of $27,250 for commercial banks to
$75,000 in the industrial and transportation equipment industry. As
expected, larger rms (based on revenues or total assets) pay signi-
cantly higher cash retainers than do smaller rms. The median retai-
ner for the smallest rms (based on revenues) is $30,000 while the
median retainer for the largest rms is $90,000. The other percen-
tiles (10, 25, 75, and 90 percent) show similar spreads, as do the
Directors Remuneration in the United States 79
Remuneration Challenges
There are a number of challenges rms in the United States face
when attempting to determine director remuneration packages. One
challenge is that directors have a large amount of input into their
own pay packages. Therefore, they are subject to substantial criti-
cism if people believe that their pay is excessive or unwarranted
based on rm performance.
A second challenge is to make the remuneration package attrac-
tive enough to enable the rm to attract quality directors to the
board, but not so high that people nd it excessive. As the responsi-
bilities and workload of board members has increased, the number
of board candidates has tended to decrease. There are at least three
reasons why fewer people are candidates for board seats. First, the
increased workload makes it difcult for current executives to serve
on boards of other rms and for one director to serve on multiple
boards. In fact, some rms do not allow their executives to serve on
other boards because they fear board service may take up too much
of their time. Second, individuals may be reluctant to serve on
boards out of fear of legal liability issues. Even if a director is not
successfully sued, it could be embarrassing and time consuming to
be named in a lawsuit. Third, independence requirements for board
92 ANDREW J. FELO
References
Anderson, R., & Bizjag, J. (2003). An empirical examination of the role of the CEO
and the compensation committee in structuring executive pay. Journal of Banking
and Finance, 27, 13231348.
Bebchuk, L., & Fried, J. (2006). Pay without performance: Overview of the issues.
Academy of Management Perspectives, 20(1), 524.
Brancato, C. K., & Rudnick, A. (2006). A legal template for compensation committee
oversight over consultants. The Corporate Governance Advisor, 14(2), 1520.
Boumosleh, A. (2012). Firm investment decisions, dividend policy, and director stock
options. The Journal of Applied Business Research, 28(4), 753767.
Cadman, B., Carter, M. E., & Hillegeist, S. (2010). The incentives of compensation
consultants and CEO pay. Journal of Accounting and Economics, 49, 263280.
Crutchley, C. E., & Minnick, K. (2012). Cash versus incentive compensation:
Lawsuits and director pay. Journal of Business Research, 65, 907913.
Directors Remuneration in the United States 93
Daily, C. M., Johnson, J. L., Ellstrand, A. E., & Dalton, D. R. (1998). Compensation
committee composition as a determinant of CEO compensation. Academy of
Management Journal, 41(2), 209220.
Deutsch, Y., & Valente, M. (2013). Compensating outside directors with stock: The
impact on non-primary stakeholders. Journal of Business Ethics, 116, 6785.
Farrell, K., & Hersch, P. L. (2012). Inter-board pay differentials for directors with
multiple appointments. Applied Economic Letters, 19(14), 14011404.
Fich, E. M., & Shivdasani, A. (2005). The impact of stock-option compensation for
outside directors on rm value. Journal of Business, 78(6), 22292254.
Gerety, M., Hoi, C.-K., & Robin, A. (2001). Do shareholders benet from the adop-
tion of incentive pay for directors. Financial Management, 30(4), 4561.
Green, J., & Suzuki, H. (2013). Board director pay hits record $251,000 for 250
hours. Retrieved from http://www.bloomberg.com/news/2013-05-30/board-director-
pay-hits-record-251-000-for-250-hours.html
Jeong, K., & Kim, H. (2013). Equity-based compensation to outside directors and
accounting conservatism. The Journal of Applied Business Research, 29(3), 885900.
Lynch, L. J., & Williams, S. P. (2012). Does equity compensation compromise audit
committee independence? evidence from earnings management. Journal of Managerial
Issues, 24(3), 293320.
McClain, G. (2012a). The impact of outside director equity compensation on divi-
dend policy. The Journal of Applied Business Research, 28(4), 743751.
McClain, G. (2012b). Outside director equity compensation and the monitoring of
management. The Journal of Applied Business Research, 28(6), 13151329.
National Association of Corporate Directors (NACD) (1995). Blue ribbon commis-
sion report on director compensation. Washington, DC: NACD.
New York Stock Exchange (NYSE) (2013). The New York Stock Exchange listed
company manual. New York, NY: New York Stock Exchange. Retrieved from http://
nysemanual.nyse.com/lcm/
Persons, O. S. (2012). Stock option and cash compensation of independent directors
and likelihood of fraudulent nancial reporting. Journal of Business and Economic
Studies, 18(1), 5474.
Ryan, H. E. Jr., & Wiggins III, R. A. (2004). Who is in whose pocket? Director com-
pensation, board independence, and barriers to effective monitoring. Journal of
Financial Economics, 73, 497524.
Tonello, M. (2013). The 2013 director compensation and board practices report. The
Conference Board.
Vafeas, N. (2003). Further evidence on compensation committee composition as a
determinant of CEO compensation. Financial Management, 32, 5370.
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CHAPTER
Directors
7 Remuneration in the
United Kingdom
Jean J. Chen and Zhen Zhu
Remuneration Regulation
The UK is widely recognised as a world leader in corporate govern-
ance reform. In the wake of a series of corporate failures (e.g. the
BCCI and Maxwell cases) in the early 1990s, the publication of the
Cadbury Report (Cadbury Report, 1992) in the United Kingodm
represents the rst attempt to set out a specic set of recommenda-
tions on good corporate governance practices, which has signi-
cantly inuenced the development of corporate governance codes
around the world. Furthermore, the Cadbury Report has set the
agenda for corporate governance reform in the United Kingodm, fol-
lowing which, more subsequent policy documents, principles, guide-
lines and codes of practices have been published in the United
Kingodm, keeping Britain as front runner in this eld (FRC, 2011;
Keasey, Short, & Wright, 2005; Tricker, 2009).
Specically, regulatory framework for directors remuneration
in the United Kingodm are mainly set out in two places: The
Greenbury Report in 1995 (note that the Greenbury recommenda-
tions have been incorporated into the Combined Code and its new
version of the UK Corporate Governance Code 2012 with a few
amendments, which will be discussed in more detail later), and
the Directors Remuneration Report Regulations in 2002 (issued by
the Department of Trade and Investment, DTI, and contained in the
95
96 JEAN J. CHEN AND ZHEN ZHU
1
For rms in nancial sector, there are additional rules including FSA (the
Financial Service Authority) Remuneration Code (2009, revised in 2010)
and Remuneration Disclosure Requirements 2010. The revisions seek to
align the Codes provisions with recent international work on remuneration
principles. In particular, the remuneration principles in the Third Capital
Requirement Directive (known as CRD3), and the Committee of European
Banking Supervisors (CEBS) Guidelines on Remuneration Policies and
Practices (CEBS guidelines), provide guidance on the implementation and
interpretation of the remuneration principles in CRD3, while Remuneration
Disclosure Requirements 2010 is relating to the implementation of remu-
neration disclosure requirements based on those set out in the CRD3.
2
The Listing Rules 2004, issued by FSA (the Financial Service Authority).
3
For example, ABI Principles of Remuneration 2011, issued by the
Association of British Insurers.
Directors Remuneration in the United Kingdom 97
4
The listing regime of London Stock Exchange includes two types of listing:
a premium listing and a standard listing refer to LSE website for more
details.
Directors Remuneration in the United Kingdom 99
5
The 2010 Code applies to accounting period beginning on or after 29 June
2010.
6
Refer to the appendix A of May 2010 consultation document of FRC for
specic structural changes to the 2010 code. In particular, Section E in the
2008 Code, which was addressed to institutional investors, has been moved
to Schedule C in the 2010 Code and then been removed entirely when the
new Stewardship Code 2010 for institutional investors came into effect
from July 2010. The Stewardship Code 2010 and its revised version of
2012, set out good practice for institutional investors on monitoring and
engaging with investee companies and reporting to clients and beneciaries.
100 JEAN J. CHEN AND ZHEN ZHU
of the Walker Review (2009)7 that the FRC considered should apply
to all listed companies. As a consequence, the corporate governance
standard in the United Kingodm has once again been improved
signicantly.
The major changes to the content of the 2010 Code included
(refer to the May 2010 consultation document of FRC):
7
The Walker Review is an independent review of governance in banking sec-
tor with specic focus on executive remuneration and the role of the board
of directors carried out in early 2009 in reaction to the latest international
nancial crisis which came to a head in 20082009 in the UK. After a pub-
lic consultation, the nal version was published in November 2009, reach-
ing a number of important conclusions that seem equally appropriate for
other types of organisation: (i) addressing the effectiveness of the combined
code and the comply or explain approach; (ii) weaknesses in board effective-
ness and improvement measures; (iii) risk management role of the board;
(iv) the role of core institutional investors; (v) improvements in the structur-
ing of remuneration policy including more power for remuneration commit-
tees to scrutinise rm-wide pay; Remuneration committee to oversee pay of
high-paid executives not on the board; Signicant deferred element in bonus
schemes for all high-paid executives; Increased public disclosure about pay
of high-paid executives; Chairman of remuneration committee to face re-
election if report gets less than 75% approval (Solomon, 2010, p. 62, The
Telegraph, 16/07/2009).
Directors Remuneration in the United Kingdom 101
FTSE 350 companies are to put the external audit contract out
to tender at least every ten years with the aim of ensuring a
8
The 2012 Code applies to reporting periods beginning on or 1 October
2012.
102 JEAN J. CHEN AND ZHEN ZHU
FRC on 28/12/2012). Looking ahead, the FRC will carry out further
consultation on whether changes are needed to those parts of the
Code dealing with remuneration when the governments legislation
on remuneration reporting and voting has been nalised. Any
changes following this consultation will be effected in the next edi-
tion of the Code.
9
Pension rights refer to both compulsory and voluntary company contribu-
tions to pension plans.
10
Sometimes executive compensation contract contains provision for sever-
ance pay as well, which is not considered in our discussion.
11
Among those pay components, base salary is also called xed pay, and
other components called variable pay or contingent pay.
104 JEAN J. CHEN AND ZHEN ZHU
100%
90%
80%
70%
60%
2002
50%
2009
40%
2010
30%
20%
10%
0%
LTIPs ESOs
Figure 1: Percentage of Using LTIPs in FTSE 100 Companies 20022010. Source: The
High Pay Commission (2011).
107
108 JEAN J. CHEN AND ZHEN ZHU
12
FTSE All-Share Index factsheet, as at 30 June, 2011, from FTSE website.
13
The year-on-year performance (total return) of FTSE All-Share was
16.8% in 2006 (dropped from 22.0% in 2005), 29.9% in 2008, 3.5% in
2011 respectively (FTSE All-Share Index factsheet, as at 31 December,
2012, from FTSE website).
110 JEAN J. CHEN AND ZHEN ZHU
more than 60% of CEO total compensation in the sample rms (an
average of 59.34% of the total compensation in year 2002 to
62.98% in year 2011).
The executive compensation (see Panel B of Table 1 and
Figure 3) shows the same patterns with CEO compensation as dis-
cussed above (in terms of the pay structure and the historical trend),
but the average pay level of executive directors is signicantly lower
than the CEOs. Specically, on average, an executive receives
1,297,440 total annual compensation each year (compared with
GBP 1,939,880 of the CEOs), including an average of 331,510 sal-
ary (accounting for 22.68% of the total compensation), 240,840
bonus (accounting for 16.48% of the total compensation), and
895,200 equity-based compensation (accounting for 61.24% of the
total compensation).
Remuneration Reporting
DIRECTORS REMUNERATION REPORT REGULATIONS 2002
Following a consultation document on directors remuneration
the UK government announced that further reform on remunera-
tion disclosure would be required, and as a result, the Directors
Remuneration Report Regulations 2002 (the Regulations14), speci-
fying the content of directors remuneration reports, came into
force for all UK incorporated quoted companies from 31
December 2002, which are contained in the relevant sections of
the Companies Act 2006.15 As stated by the DTI, the purpose
of the legislation is to: enhance transparency in setting directors
pay; improve accountability; and provide for a more effective
performance linkage.
The Regulations require listed companies to produce a detailed
annual directors remuneration report, which should include the fol-
lowing information (Ferrarini, Moloney, & Vespro, 2003, p. 17):
14
Schedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008.
15
Sections 420422, 439 Companies Act 2006.
Directors Remuneration in the United Kingdom 111
First, it sets out the legal requirement prescribing the form and
content of the directors remuneration report.
Second, it sets out the mandatory requirement that companies
must submit their remuneration report to an annual advisory
vote at their AGM, separately from votes on any other matters
(According to the Regulations, Section 7, the existing directors
must ensure the resolution is put to the vote of the AGM. If they
fail to do so, each existing director is guilty of an offence and
liable to a ne).
16
Quoted companies, as dened by the Companies Act 2006. This means
companies registered in the UK and with equity listed on the main market in
the UK, in another state in the European Economic Area or on the New
York Stock Exchange or NASDAQ. There are around 900 such companies.
17
The regulations will replace Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008.
18
The Bill was introduced to the House of Commons on 23 May 2012, and
completed its passage on 24 April 2013.
Directors Remuneration in the United Kingdom 113
Remuneration Challenges
PROBLEMS IN UK EXECUTIVE REMUNERATION
As we mentioned earlier, the recent nancial crisis and the subse-
quent economic downturn in western economies have once again
provoked the debate on directors compensation especially in terms
of the highly controversial executive pay-setting issue. In particular,
in the United Kingodm, the concern has focused on the problems
that the link between pay and performance has grown weak; and
the constant, ratcheting up of executive pay is unsustainable
(Business Secretary Vince Cable; BIS, 2012a). There has emerged a
consensus among business leaders, investors, academics and govern-
ance experts that the rising executive pay is not linked to rm per-
formance (BIS, 2012a).
It is revealed that the average total remuneration19 of FTSE 100
CEOs had a fourfold increase from an average of 1m to 4.2m
(13.6% a year) for the period 19982010. This is faster than the
increase in the FTSE 100 index, retail prices or average remunera-
tion levels across all employees for the same period (BIS, 2012b),
19
This gure includes salary, bonus, deferred bonus, other benets, long-
term incentives, share options and pensions.
114 JEAN J. CHEN AND ZHEN ZHU
Acknowledgements
The authors are grateful for the nancial supported provided by the
National Social Science Foundation of China (ID: 10ZD&035), the
National Natural Science Foundation of China (ID: 71132001) and
116 JEAN J. CHEN AND ZHEN ZHU
References
Bell, B., & van Reenan, J. (2011). Firm performance and wages: Evidence from across
the corporate hierarchy. LSE. Retrieved from http://cep.lse.ac.uk/conference_papers/
04_11_2011/BellVReenen_FirmPerformanceandWages.pdf
BIS. (2011). Executive remuneration. Discussion paper. London: Department for
Business Innovation and Skills.
BIS. (2012a). Directors pay: Consultation on revised remuneration reporting regula-
tions. London: Department for Business Innovation and Skills.
BIS. (2012b). Improved transparency of executive remuneration reporting: Impact
assessment. London: Department for Business Innovation and Skills.
Bruce, A., & Buck, T. (2005). Executive pay and UK corporate governance. In K.
Keasey, S. Thompson, & M. Wright (Eds.), Corporate governance: Accountability,
enterprise, and international comparisons (pp. 117135). West Sussex: John Wiley &
Sons, Ltd.
Cadbury Report. (1992). Report of the committee on the nancial aspects of corpo-
rate governance. London: Gee.
Committee on Corporate Governance. (1998). Final report [Hampel Report].
London: Gee.
Conyon, M., & Murphy, K. (2000). The prince and the pauper? CEO pay in the US
and UK. Economic Journal, 110, 640671.
Conyon, M. J., Peck, S. I., Read, L. E., & Sadler, G. V. (2000). The structure of
executive compensation contracts: UK evidence. Long Range Planning, 33, 478503.
DTI. (2001). Modern company law for a competitive economy: Final report. London:
DTI.
Ferrarini, G., Moloney, N., & Vespro, C. (2003). Executive remuneration in the EU:
Comparative law and practice. Working paper, University Genoa and ECGI.
FRC. (2011). Developments in corporate governance 2011. London: Financial Report
Council.
FRC. (2012a). Developments in corporate governance 2012. London: Financial
Report Council.
FRC. (2012b, Spetember). Feedback statement: Revisions to the UK corporate gov-
ernance code and guidance on audit committees. London: Financial Report Council.
Gregg, P., Jewell, S., & Tonks, I. (2010). Executive pay and performance in the UK.
LSE. Retrieved from http://www2.lse.ac.uk/fmg/workingPapers/discussionPapers/
DP657_2010_ExecutivePayandPerformanceintheUK.pdf
Higgs, D. (2003). Review of the role and effectiveness of non-executive directors.
London: DTI.
Hutton Review of Fair Pay in the public sector, Interim Report. (2010, December).
Retrieved from http://www.hm-treasury.gov.uk/d/hutton_interim_report.pdf
Jenson, M. C., Murphy, K. J., & Wruck, E. (2004). Remuneration: Where weve
been, how we got there, what are the problems, and how to x them. Working Paper
No. 44/2004. Harvard University and The European Corporate Governance Institute.
Directors Remuneration in the United Kingdom 117
Keasey, K., Short, H., & Wright, M. (2005). The development of corporate govern-
ment codes in the UK. In K. Keasey, S. Thompson, & M. Wright (Eds.), Corporate
governance: Accountability, enterprise, and international comparisons (pp. 2144).
West Sussex: Wiley.
Keasey, K., & Watson, R. (1991). Financial distress prediction models: A review of
their usefulness. British Journal of Management, 2, 89102.
KPMG. (2010). KPMGs guide to executive remuneration 2010. London: KPMG
LLP.
Mallin, C. A. (2007). Corporate governance (2nd ed.). Oxford: Oxford University
Press.
Murphy, K. J. (1999). Executive compensation. In O. Ashenfelter & D. Card (Eds.),
Handbook of labour economics (Vol. 3, pp. 24852563). Amsterdam: North-
Holland.
Roach, L. (2002). The directors remuneration report regulations 2002 and the disclo-
sure of executive remuneration. Working paper, Cardiff University.
Smith, R. (2003). Audit committees combined code guidance [Smith Report]. London:
Financial Reporting Council.
Solomon, J. F. (2010). Corporate governance and accountability (3rd ed.). New York,
NY: Wiley.
The High Pay Commission. (2011). What are we paying for? Exploring executive pay
and performance. Working paper, The High Pay Commission. Retrieved from http://
www.mbsportal.bl.uk/secure/subjareas/accnecon/highpaycommission/126842whatare
wepayingfor11.pdf. Accessed on March 13, 2013.
The Walker Report. (2009). A review of corporate governance in UK banks and other
nancial industry entities.
Tricker, B. (2009). Corporate governance: Principles, policies, and practice. Oxford:
Oxford University Press.
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CHAPTER
Directors
8 Remuneration
in Germany
Markus Stiglbauer, Julia Wittek and
Sven Thalmann
Remuneration Regulation
THE GERMAN TWO-TIER SYSTEM
In general, there are two common sets of rules when it comes to cor-
porate governance systems: one-tier board systems and two-tier
board systems. Whereas the one-tier board system is primarily found
in Anglo-Saxon countries, Germany is one among other countries
like Finland, Austria or Denmark that are well-known for their two-
tier system. The main difference between these two systems is that in
the one-tier system both executive and non-executive directors form
one board, the board of directors, while the two-tier system follows
the concept of an organizational separation of management and
supervision implemented through the management board (Vorstand)
and the supervisory board (Aufsichtsrat). This principle of separa-
tion which applies for all stock corporations regardless of their size
and workforce is granted by the German Stock Corporation Act
(GSCA Aktiengesetz) which prohibits a simultaneous membership
on both boards of the same company ( 105 GSCA).
According to 76 GSCA the management board is in charge of
the management of the rm and its representation in and out of
court ( 78 GSCA). The duties of the supervisory board include the
appointment and dismissal of board directors ( 84 GSCA), moni-
toring the management board as well as approving fundamental
business decisions ( 111 GSCA; Stiglbauer, Fischer, & Velte,
2012). The members of the supervisory board are elected by the
shareholders at the general meeting ( 101 GSCA), as referenced in
119
120 MARKUS STIGLBAUER ET AL.
companies after the crisis period of 2008 and 2009 is also reected
in the increase of the proportion of the variable cash compensation
in 2010 and 2011. During the crisis in 2008 and 2009 the propor-
tion of xed remuneration rose, while the variable cash compensa-
tion diminished from 36 percent in 2007 to 30 percent in 2009
and regained its level of 36 percent in 2010 and 2011 (Rapp &
Wolff, 2012).
About half of the companies of the German Prime Standard use
share-based compensation. Overall, the share-based compensation
still plays a minor role regarding the total compensation which, in
many cases, can be explained by the long-term alignment of the vari-
able cash compensation (Rapp & Wolff, 2012).
Remuneration Reporting
As previously stated, since the introduction of the VorstOG in 2006,
publicly traded corporations have to disclose detailed information
on the remuneration of each member of the management and super-
visory board, former members of these boards as well as the com-
pensation of members in advisory boards in the notes ( 285 GCC).
Moreover, according to 289 GCC the management report should
provide information on the remuneration system of publicly traded
companies. As corporations often disclose their remuneration
system and corresponding detailed information in a separate
compensation report (as a part of the management report), the
German Commercial Code states that the disclosure in the notes can
be omitted if the remuneration report fullls the requirements of
285 GCC.
However, the disclosure can also be circumvented if the annual
general meeting passes a resolution for a maximum of ve years but
only with a majority of at least 75 percent of the represented share
capital (GCC 286). Thus, only the total compensation of the man-
agement and supervisory board has to be disclosed, as the already
existent transparency rules remain in force.
In their study of companies listed in the German Prime Standard
from 2005 to 2011, Rapp and Wolff (2012) found that since the
regulatory changes in 2006 the proportion of companies that dis-
close individualized compensation increased from 43 percent to 81
percent until 2011. The highest increase was from 2005 to 2006,
where the proportion of companies with individualized disclosures
rose by 27 percent to 73 percent. In the following years, the propor-
tion increased steadily (Rapp & Wolff, 2012).
As mentioned earlier, a lot of companies, especially big corpora-
tions summarize the details of the management board members
remuneration in a separate compensation report. Next to the remu-
neration itself, it has become increasingly common to give detailed
information on their objectives, long-term and mid-term incentive
(LTI and MTI) plans in order to achieve those targets, the term of
the LTIs and MTIs, the corresponding performance measurements,
the payout, and of course the renewal of such incentive plans.
Moreover, many corporations provide a clear calculation table to
make the remuneration structure more comprehensible for other sta-
keholders. As many corporations use different key gures and incen-
tive plans for the calculation of management remuneration, the
GCCG recommends that as of 2014 corporations should use remu-
neration model tables provided by the GCCG in order to increase
transparency due to this constantly rising complexity of (variable)
board remuneration systems (GCCG 4.2.5; Gtz & Friese, 2013).
128 MARKUS STIGLBAUER ET AL.
Remuneration Challenges
The last pages gave an overview of the current remuneration situa-
tion in Germany and its development over the last few years. Of
course, there are still many challenges that need to be faced and
discussed.
As mentioned before, the variable remuneration component of
the management board is usually performance-related. Since there is
no specic determination on what key gure to use for performance
measurement or simply which remuneration instruments (cash, real
or virtual stocks or options, uncertied securities, etc.), there will
always be signicant differences in variable board remuneration
between companies (Prinz & Schwalbach, 2013). For example, prof-
its heavily depend on German or international nancial reporting
standards and with no specic, uniform method of determination,
the management board is given the opportunity to manipulate the
amount of reported prots due to a large scope of assessment possi-
bilities. In order to report higher prots in the short or medium run,
the management board can, for example, neglect necessary invest-
ments which would eventually cause a serious drop in revenue or
lead to signicantly higher costs in the mid- or long term (Schmig,
2013). One could argue that this problem has been solved with the
implementation of taking LTI and MTI plans into account but this
also bears the risk of greater non-transparency. It is very difcult for
stakeholders to understand the effective (variable) remuneration of
board members over several years due to the persisting individual
and highly complex variable remuneration systems. The long-term
character of these remuneration instruments causes time-delayed
success and nal payments that comply neither with the value at the
grant date nor with the original success expectations (Gtz & Friese,
2013). Moreover, it was found that not a single of the DAX30 cor-
porations retroactively informs about achieving targets of mid- or
long-term performance indicators quantitatively or accumulated
over the years in their compensation reports and followed by a
proper goal achievement analysis (Prinz & Schwalbach, 2013).
Especially, the still remaining lack of transparency when it
comes to, for example, the consideration of individual and task-
related criteria of board members other than the chairman, salaries
of former board members, selection, measurement, and weighting of
non-nancial criteria are just a few more crucial points that will
Directors Remuneration in Germany 129
supervisory board should be paid well in both good times and bad
in order to fulll their monitoring functions independently from the
expected amount of compensation. On the other hand, it is argued
that unlike external consultants, the supervisory board is also
responsible for the long-term strategy of a company and therefore
should benet from long-term and sustained corporate success, too
(Fockenbrock, 2013). Moreover, the growing gap between highly
(e.g., Volkswagen AG) and poorly paid supervisory board members
who claim for a better compensation adapted to their greater
responsibilities will require a lot of attention in the next years.
Although one could see that much has been done to regulate
board remuneration in the past years, there still remain serious
issues that need to be dealt with and eventually be solved. It is up to
the German Government and the economy to nd solutions through
binding regulations or voluntary rules (e.g., GCCG) in order to
reduce these current problems and minimize prospective challenges.
References
Deutscher Bundestag (Ed.). (2013). Anrufung des Vermittlungsausschusses zum
Gesetz zur Verbesserung der Kontrolle der Vorstandsvergtung und zur nderung
weiterer aktienrechtlicher Vorschriften (VorstKoG), printed matter 17/14790.
Emmerich, V., & Habersack, M. (2008). Aktien- und GmbH-Konzernrecht, Vol. 5.
Mnchen: C.H. Beck.
Fockenbrock, D. (2013). Aufsichtsrte steigen auf Fixgehalt um. Handelsblatt, 11/13/
2013, p. 21.
Gtz, A., & Friese, N. (2013). Vorstandsvergtung im DAX und MDAX 2012
Fortsetzung der empirischen Analyse nach Einfhrung des Vorstandsvergtungsange-
messenheitsgesetzes. Corporate Finance Biz, 4(6), 374383.
Hoppe, T., Kersting, S., & Hofmann, S. (2013). Koalition entschrft Regeln fr
Gehlter. Handelsblatt, 11/27/2013, p. 11.
Klhn, L. (2012). Die Herabsetzung der Vorstandsvergtung gem. 87 Abs. 2 AktG
in der brsennotierten Aktiengesellschaft. Zeitschrift fr Unternehmens und
Gesellschaftsrecht, 41(1), 134.
Lazar, C., Metzner, Y., Rapp, M. S., & Wolff, M. (2011). Praxis der
Aufsichtsratsvergtung in brsennotierten Unternehmen Status Quo und
Herausforderungen. HHL Research Paper Series in Corporate Governance, 3.
Mller, K.-P. (2009). Ich rume ein, dass wir zu oft geschwiegen haben. Handelsblatt,
11/16/2009, p. 4.
Peters, M., & Hecker, A. (2013). BB-Report zu den nderungen des DCGK im Jahr
2013. Betriebs Berater, 48(15), 28872894.
Prinz, E., & Schwalbach, J. (2013). Zehn Anmerkungen zur laufenden Debatte um
Managergehlter. Der Aufsichtsrat, 10(78), 111113.
Rapp, M. S., & Wolff, M. (2012). Vergtung deutscher Vorstandsorgane 2012.
Frankfurt: Verlagsgruppe Handelsblatt.
Directors Remuneration in Germany 131
Directors
9 Remuneration in Italy
Marco Artiaco
Introduction
Remuneration systems are a key element of corporate governance.
Their purpose is to acquire the management and cater its choices to
align the goals of the members of the board with those of the
shareholders using motivational levers. Regarding the capacity of
remuneration systems to inuence the board of directors, the main
reference is the agency theory, according to which a subject, the
agent (the board) is acting in favor of, or as a representative to a
second subject, the principal (the shareholder). This theory shows
problems in the relationship between the agent (the board) and the
principal (shareholder) in the presence of uncertainty and information
asymmetry. In fact, in this case the agent will most likely be motivated
to maximize their goals at the expense of the shareholder (Jensen &
Meckling, 1976). The studies on this issue have tried to verify whether
the system of remuneration may be a tool of alignment between the
objectives of the agent and those of the shareholder. The empirical
analysis which allows this approach to reach different solutions is
done by relating the nancial size of the system (amounts and struc-
ture), with variables such as ownership, and the separation between
ownership and control. On one hand, executive compensation is just a
matter of contract, it is only necessary to identify, previously, the opti-
mal compensation model that aligns the objectives of the board with
those of the shareholders (Core, Guay & Larcker, 2002; Jensen &
Meckling, 1976). On the other hand, the system of remuneration is
only partly inuenced by the need to align the boards objectives to
those of the partners. This will also depend on other variables, such as
133
134 MARCO ARTIACO
Remuneration Regulation
The Italian response to the crisis has been characterized by tighter
regulation and re-regulation of the corporate governance
Directors Remuneration in Italy 135
LISTED COMPANIES
Italian listed companies may also adopt the Code of Self-Discipline
of Listed Companies published by Borsa Italiana1 (the Italian Stock
Exchange) in 1999.
According to article 2389 of the Italian Civil Code, the board of
directors compensation must be established by the board meeting.
This is clearly a good example of a say-on-pay tool.
According to article 2389, 3rd comma, of Civil Code the board
of directors, upon examination of proposals from the committee for
remuneration and having heard the board of auditors, determines
the salary compensation and contract terms of the managing direc-
tor, through the committee for remuneration, to which the specic
duty has been assigned, and of other administrators who fulll parti-
cular roles, including the participation on committees instituted by
the board of directors.
In companies with a supervisory board, the shareholders ordin-
ary meeting xes the remuneration of the members of the supervi-
sory board, if not set out in the articles of association (Civil Code
new art. 2364-bis).
As stated before, Italian listed companies may also adopt the
Self Disciplinary Code for Listed Companies, which integrates the
Civil Code provisions.
1
Italian Stock Exchange or Borsa Italiana: Borsa Italiana S.p.A. is the com-
pany responsible in Italy for the organization, management, and develop-
ment of markets for the trading of nancial instruments.
136 MARCO ARTIACO
(1) On March 30, 2011, the Bank of Italy published a set of super-
visory provisions concerning banks remuneration and incen-
tive policies and practices (known as New Regulations) with
the purpose of implementing the European Directive 2010/76/
EC of 24 November 2010 (Capital Requirements Directive
III or CRD III Directive). CRD III Directive, together with
the guidelines approved by the Committee of European
Banking Supervisors (CEBS), are construed in the context of
the measures applied to face up to the nancial crisis that
struck global markets over the last few years. In line with
European regulation standards, the New Regulations lay down
the fundamental principles whereby credit institutions are
required to ensure that their remuneration policies and prac-
tices are consistent with their organizational structure and
140 MARCO ARTIACO
UNLISTED COMPANIES
In Italy, the majority of small and medium enterprises are not listed
or quoted on tradable equity markets. The overwhelming majority
of SMEs or start-up companies remain under the ownership and
control of the founder or founding family. Such unlisted companies
lie at the heart of the Italian economy.
For unlisted companies, in accordance with Article 2389 Civil
Code The shareholders ordinary meeting xes the remuneration of
the members of the board of directors. This prevision aims to over-
come the agency problem in unlisted companies.
In general, regulators and legislators ability to inuence remu-
neration schemes in a substantial way is rather limited.
Nevertheless, lawmakers have enacted specic measures to control
directors remuneration level. Regulators have become more and
more focused on the determination of specic measures that are sup-
posed to implement the capacity of the structure of corporate gov-
ernance to produce proper remuneration and incentive systems.
CEO, and the board for control. In fact, in the presence of more
complex businesses, there is a larger increase in the compensation of the
CEO, and for the board of directors (Brick, Palmon, & Wald, 2002).
In order to understand remuneration structure as well as
compensation levels in Italy, some examples are provided in the
following paragraphs. The average compensation of Italian listed
companies directors between 2007 and 2010 is shown in Table 1.
The xed compensation package design is an essential part of
the remuneration design process. In fact, most of the other remu-
neration elements depend on the xed remuneration part.
Target bonuses and option grants, for example, are usually esti-
mated as a percentage of the xed remuneration part. Pension bene-
ts and termination benets are tied to the remuneration level.
Having said that, every increase in xed compensation amount
brings positive effects on other compensation elements
One of the main issues arising in recent years is the dichotomy
between inside and outside directors, which determines a compensa-
tion difference. The gures in Table 1 show that remunerations
schemes are based on a xed part, which remunerates the chair-
man's legal representative role (in contrast to the CEO's managerial
role).
This evidence suggests that base salary is predominantly
responsibility-related. Chairpersons deserve legal representation
whereas CEOs deserve managerial responsibility. Usually, inside
directors (i.e. chairman, managing director, CEO) have a full-time
commitment in the rm and they are involved in its day-to-day
management. Outside directors are not fully involved in the rm but
they are expected to monitor executive directors work. Outside
directors make their contribution in board meetings. Outside direc-
tors may also be independent directors.
However, inside directors remuneration is signicantly different
from that of outside directors. This separation is far too high in
terms of the importance of the directors role, and it shows that, in
Italy, remuneration schemes tend to favor inside directors with a
tools, namely the annual budget (Airoldi & Zattoni, 2001). The
variable compensation part is closely related to the board perfor-
mance. In the presence of an incentive plan system, managing direc-
tors who achieve company targets, get a variable compensation
such as the annual bonus. The variable compensation part is a
performance-based award: no bonus will be paid unless a certain
performance target is reached. A target bonus is paid when a standard
target is achieved. Some companies are characterized by a peculiar
compensation scheme: directors who are eligible to be rewarded with
an annual compensation plan are effectively rewarded with the annual
bonus only if they achieve some specied personal targets.
Incentive systems linked to short-term objectives have been
recently subjected to harsh criticism, as they are believed to be the
reason for risky choices (OECD, 2009).
The most recent policy regulations have been calling upon
boards to award directors with a long-period oriented variable
compensation (long-term incentive plans). In 2012, 120 out of
240 Italian listed companies (50% overall) chose to adopt incentive
systems linked to 35-year goals. This percentage increases if we
only analyze Italian nancial rms. This fact is due to recent
regulation.
One interesting fact about remuneration schemes in Italy is the
widespread use of stock option plans. At the end of the 1990s in
Italy, stock option plans were not as common as in the USA, the
UK, or France (Murphy, 1998). At present in Italy, stock options
packages are still uncommon compensation tools mainly due to
poor nancial market performances and a disadvantageous tax
treatment. Stock option packages usually constitute a variable com-
pensation tool. Stock options are a performance incentive tool,
which aligns management and shareholders interests. Stock options
packages give directors the right to buy or subscribe for companys
shares. Stock options are technically American call options, which
give the holder the right to buy shares at a xed price during a
dened time period. At the end of 2010, only 58 Italian (listed and
unlisted) companies chose to adopt stock option incentive plans.
Among these, 42 listed companies adopted stock option incentive
plans for their 93 directors (SpencerStuart, 2010). In Italy, stock
option plans are losing their appeal mainly because of their tax
regime and the stock market trend.
Remuneration Reporting
Some studies (Rappaport, 2005; The Walker Report, 2009) support
the need to align the compensation of top management administra-
tors while putting into perspective any long-term trends, and by
Directors Remuneration in Italy 147
always taking into account the interests of company, and that of the
shareholders. Others (Kirkpatrick, 2009) support linking compensa-
tion and risk.
With reference of this fact, some interesting elements emerge
from an analysis of the two major listed Italian companies, namely
Telecom Italia and Enel. An in-depth analysis of their 2012 remu-
neration reports highlights that they all have adopted a similar com-
pensation and incentive structure. The following examples are
extremely relevant; Telecom Italia and Enel are both big companies,
subject to listed company regulations, with advanced corporate gov-
ernance. The Telecom Italia 2012 remuneration system is described
in Box 1.
Variable Compensation
CEO Remuneration
chairman;
EUR 20,000 annual gross compensation for committee
members;
EUR 1000 attendance fee (per session) for committee members
and committee chairman;
The maximum amount received by each committee member
may not exceed the total amount of EU 70,000 per year.
Chairman Compensation:
EUR 750,000 annual gross base salary. In addition, the chairman
is entitled to the compensation for his/her participation in any of
the committees;
The variable remuneration amounts to a maximum of 80% of the
xed annual compensation. The variable compensation is condi-
tional upon the achievement of annual performance objectives.
With specic reference to the year 2013, the company chose to
reduce it by 30%;
Other fees:
Insurance policy (to cover risks such as death or permanent
disability);
Protection measures in case of judicial or administrative
proceedings;
Insurance policy equal to one-twelfth of the total emoluments,
xed and variable part, for each year of the effective term of
ofce;
Extraordinary awards linked to strategically important
operations.
CEO DG Compensation:
EUR 1,423,357 annual gross salary divided into EUR 720,000
annual gross base salary for CEO role and EUR 703,357 gross
base salary for DG function;
Directors Remuneration in Italy 151
Variable compensation:
Short-term compensation part amounts to a maximum of
Conclusions
Remuneration policies of Italian regulated rms seem to be oriented
to nding solutions in order to acquire and retain top managers.
Remuneration level and structure are set with the intent to assign
remunerations in line with the Italian market salary, rather than
designing a behavioral-oriented incentive system. However, the
Italian corporate governance system still seems weak.
Some of the tools that have been proposed by Italian regulators,
in order to improve effectiveness of remuneration systems are:
References
Aghion, P., & Blanchard, O.-J., (1994). On the speed of transition in central Europe.
In S. Fischer & J. J. Rotemberg (Eds.), NBER Macroeconomics Annual 1994,
Volume 9 (pp. 283319). Cambridge, MA: MIT Press.
Airoldi, G., & Zattoni, A. (2001). Piani di stock option. Progettare La Retribuzione
Del Top Management. EGEA.
Artiaco, M. (2013). Remunerazione degli amministratori e corporate governance:
Nuovi paradigmi dopo la crisi nanziaria. Milano: FrancoAngeli s.r.l.
Assonime. (2013). La corporate governance in Italia: Autodisciplina e remunerazioni
(anno 2013). Milano, Italy.
Barca, F. (1995). On Corporate Governance in Italy: Issues, Facts and Agenda. Paper
presented at the OECD conference The Inuence of Corporate Governance and
Financing Structures on Economic Performance.
Bertrand, M., & Mullainathan, S. (2001). Are CEOs rewarded for luck? The ones
without principals are. Quarterly Journal of Economics, 116, 901932.
Boyd, B. K. (1996). Determinants of US outside director compensation. Corporate
Governance: An International Review, 4, 202211.
Brick, I. E., Palmon, O., & Wald, J. K. (2002). CEO compensation, director compen-
sation, and rm performance: Evidence of cronyism. Department of Finance and
Economics, Rutgers Business School.
Bryan, S., Hwang, L., Klein, L., & Lilien, S. (2000). Compensation of outside direc-
tors: An empirical analysis of economic determinants. Working paper, Wake Forest
University, Winston-Salem NC.
Core, J. E., Guay, W. R., & Larcker, D. F. (2002). Executive equity compensation
and incentives: A survey. Working Paper, Wharton School.
Fama, E. F., & Jensen, M. C. (1983). Separation of ownership and control. Journal of
Law and Economics, 26(2), 301325.
Jensen, M. C., & Meckling, W. H. (1976). Theory of the rm: Managerial behavior,
agency costs and ownership structure. Journal of Financial Economics, 3, 305360.
Kirkpatrick, G. (2009). The corporate governance lessons from the nancial crisis.
OECD, 1220.
Legislative decree. (CONSOB). No. 58 of 24 February 1998. (It.).
Lorsch, J. W. (1989). Pawns or potentates: The reality of Americas corporate boards.
Boston, MA: Harvard Business School.
Lorsch, J. W., & MacIver, E. (1989). Pawns or potentates: The reality of Americas
corporate boards. Boston, MA: Harvard Business School Press.
Mizruchi, M. S. (1983). Who controls whom? An examination of the relation
between management and board of directors in large American corporations.
Academy of Management Review, 8, 426435.
Murphy, K. J. (1998). Executive compensation. Handbook of Labor Economics
(Vol. 3). Amsterdam: North Holland.
Directors Remuneration in Italy 155
Directors
10 Remuneration
in Spain
Montserrat Manzaneque,
Elena Merino and Regino Banegas
Remuneration Regulation
In Spain, as in other international contexts, speculation that accom-
panied the stock market bubble and economic growth favored
the proliferation of excessive compensation to senior ofcers and
directors of companies. These remunerations have remained despite
the obvious decline in business economic performance. This situa-
tion has resulted in the proliferation of a legal focus on control and
transparency as measures to ensure remuneration commensurate
with performance and responsibility, especially aimed at listed com-
panies and nancial institutions.
The following sections summarize some of the most important
laws or recommendations relating to directors remuneration in
Spain, with particular emphasis on those that are currently in place
(from 2013) for listed companies and nancial institutions.
157
158 MONTSERRAT MANZANEQUE ET AL.
Mandatory Voluntary
Ley de Sociedades de
Capital Unified Good Governance
Or Sustainable Economy Act Code of Listed Companies
Companies Act (Law 2/2011) (CNMV, 2013)
(Royal Decree, 2010)
(Article 217)
Specification of
remuneration systems
in the company bylaws (Article 61 3rd) (Recommendation 8)
1. Disclosure of directors
(Articles 218 and 219) compensation through Reserve the right of the
Special requirements for the Annual Report on Board of Directors to
remuneration systems in Remuneration of approve the remuneration
form of profit sharing or Directors policy and the directors
remuneration through remuneration
2. Requires putting a vote
shares
of the General
(Recommendations 33 36)
Shareholders Meeting in
Remuneration policy
(Article 260) the annual report as a
orientation criteria
Directors remuneration separate point on the
disclosure in notes of agenda.
the annual accounts
1
Royal Legislative Decree 1/2010, of July 2, approving the revised text of
the Corporations Act.
Directors Remuneration in Spain 159
2
Royal Decree 1564/1989, of December 22, approving the revised text of
the Spanish Companies Act.
160 MONTSERRAT MANZANEQUE ET AL.
3
Commission Recommendation of December 14, 2004, fostering an appro-
priate regime for the remuneration of directors of listed companies (2004/
913/EC), Commission Recommendation of February 15, 2005, on the role
of non-executive or supervisory directors of listed companies and on the
committees of the (supervisory) board (2005/162/EC), and Commission
Recommendation of April 30, 2009, complementing Recommendation
2004/913/EC and 2005/162/EC as regards the regime for the remuneration
of directors of listed companies (2009/385/EC).
Directors Remuneration in Spain 161
4
According to report by CNMV, available at www.cnmv.es, only 28.2% of
the listed companies comply with every point of Recommendation 40 in
year 2007 (the Board should submit a report on directors remuneration
policy to the advisory vote of the General Meeting as a separate item on the
agenda, etc.), 21.3%, 21.2%, and 27.3% in years 2008, 2009, and 2010,
respectively. For its part, 30.5% of the listed companies comply with the
disclosure of individual remuneration in year 2007, 30.5%, 28.2%, and
31.8% in years 2008, 2009, and 2010, respectively.
5
Circular 4/2013, of June 12, of the National Securities Market, which sets
the annual report models remuneration of directors of listed companies and
members the board of directors and the supervisory board of the savings
banks that issue securities admitted to trading on ofcial stock markets.
162 MONTSERRAT MANZANEQUE ET AL.
6
Law 26/2003, of July 17, on Transparency and information instruments of
listed companies.
7
Following the approval of the amendment of the Unied Code of
Good Governance (CNMV, 2013), the Order ECC/461/2013 of March
20 includes the content of the new model and Circular 5/2013 denes the
ofcial model.
Order ECC/461/2013 of March 20, which will determine the content
and structure of the annual corporate governance report, the annual report
on remuneration, and other means of information of listed companies,
boxes savings, and other entities that issue securities admitted to trading on
ofcial stock markets.
Circular 5/2013, of June 12, of the National Securities Market, which
provides models of annual corporate governance reports of listed companies
of the savings banks and other institutions that issue securities admitted to
trading on ofcial stock markets.
Directors Remuneration in Spain 163
8
Royal Decree 1362/2007, of October 19, by which develops the Law 24/
1988, of July 28, on the Securities Market (Law 1988), in relation to the
transparency requirements in relation to information about issuers whose
securities are admitted to trading on a secondary market or on another regu-
lated market in the European Union.
9
Circular 1/2008, of January 30, the National Commission on the Securities
Market, on periodic reporting issuers with securities admitted to trading on
regulated markets on yearly nancial reports, interim management state-
ments, and the quarterly nancial reports.
10
Circular 2/2007, of December 19, of the National Securities Market, by
adopting models of notication of signicant shareholdings of directors and
managers, operations of the issuer of shares and other models.
164 MONTSERRAT MANZANEQUE ET AL.
Voluntary Mandatory
Law 2/2011 of
Principles for Sound Recommendation of 30
Sustainable Economy
Compensation Practices April 2009
(FSF, 2009) (2009/384/EU)
to such institutions in Spain (see Figure 2), but, without going into
the analysis, as this would exceed the scope of this work.
11
Available at http://www.nancialstabilityboard.org/publications/r_0904b.
pdf
12
Available at http://www.eba.europa.eu/documents/10180/16094/High-
level+principles+for+ remuneration +policies.pdf
13
Available at http://www.nancialstabilityboard.org/publications/r_0909
25c.pdf
14
Royal Decree 771/2011, of June 3, by amending Royal Decree 216/2008,
of February 15, on the capital of nancial institutions and Royal Decree
2606/1996 of December 20, on deposit guarantee funds of credit
institutions.
15
Directive 2010/76/EU of the European Parliament and of the Council of
November 24, 2010, amending Directives 2006/48/EC and 2006/49/EC as
regards capital requirements for the trading book and for re-securitisations,
and the supervisory review of remuneration policies.
166 MONTSERRAT MANZANEQUE ET AL.
For its part, the Royal Decree 771/2011 adds a new chapter to
the Royal Decree 216/2008,16 in relation to remuneration policies of
banks.
16
Royal Decree 216/2008, of February 15, on the capital of nancial
institutions.
17
Circular 4/2011, of November 30, the Bank of Spain, by amending
Circular 3/2008, of May 22, on the calculation and control of minimum
capital.
18
Circular 3/2008, of May 22, on the calculation and control of minimum
capital.
19
Royal Decree-Law 2/2012, of February 3, consolidation of nancial
sector.
Directors Remuneration in Spain 167
20
Although it was included in the proposed amendment to the Unied Code
of Corporate Governance, ultimately not included in the nal version, the
recommendation for incorporating on the Remuneration Committee a
remuneration expert, as picked up in the Commission Recommendation of
April 30, 2009 (paragraph 7).
168 MONTSERRAT MANZANEQUE ET AL.
Executive CEO
directors
Executive directors
Figure 3: Typical Board Structure in Spain. Source: Merino, Manzaneque, and Banegas
(2012, p. 395).
Fixed Remuneration
a. Salary
It includes only the amounts paid to directors for their parti-
cipation on the Board of Directors or for services performed in
170 MONTSERRAT MANZANEQUE ET AL.
a. Attendance fees
It is a kind of remuneration that tries to cover the expenses
incurred by directors for attending board meetings and its delegated
committees when they are dependent on the number of meetings
attended by them. The aim of this type of compensation is to encou-
rage the active participation of directors.
21
Although this system may consist of prot sharing or any formula linked
to other nancial indicators, we only are focused on prot sharing because
other systems are rarely used in Spanish practice.
Table 2: Limits, Conditions, and Constraints Related to Compensation in the Form of Prot Sharing.
Maximum Limit Conditions to Consider Prior to Delivery Constraints for its Recognition
(Article 218, (Article 218, LSC) (Articles 273 and 274, LSC)
LSC)
Limited 10% of the The value of equity is not less than the share capital
Liability disposable (before or after benets distribution).
Company prot The available reserves must be at least equal to the
Joint Stock The mandatory reserve and the reserve established by the amount of research and development expenses appearing
Companies bylaws have been covered. on the balance sheet.
If there is goodwill, restricted reserves should be set aside
173
174 MONTSERRAT MANZANEQUE ET AL.
Pension Plans
As discussed, in this remuneration system concepts are included that
are related to retirement or termination of the directors when they
have reached a certain age. Under Spanish law, the commitments of
the company for these items are usually materialized in two alterna-
tives: (a) dened contribution systems, in which the company agrees
to pay a specied amount periodically for the director; or (b) dened
benet systems when the company agrees to guarantee a certain
income to the director.
These systems are governed by Spanish law by Royal Decree
304/2004, of February 20.22 This regulation aims to develop the
revised text of the Law Regulating Plans and Pension Funds,
approved by Royal Legislative Decree 1/2002, of November 29.23
22
Royal Decree 304/2004, of February 20, which approves the plans and
pension funds Regulations.
23
Royal Legislative Decree 1/2002, of November 29, approving the revised
text of the Law Regulating Plans and Pension Funds.
Directors Remuneration in Spain 175
Source: Compiled from data of Corporate Governance Report of the issuers of securities
admitted to trading on the ofcial secondary market (CNMV).24
24
Available at http://www.cnmv.es/portal/Publicaciones/PublicacionesGN.
aspx?id=21
176 MONTSERRAT MANZANEQUE ET AL.
Fixed remuneration (%) 41.9 38.5 33.7 36.5 39.0 35.5 40.2 39.9
Variable remuneration (%) 21.1 20.0 25.0 24.6 24.3 23.7 24.3 26.8
Attendance fees (%) 10.8 11.6 9.0 9.3 10.3 9.8 10.6 10.1
Others (%) 26.2 29.9 32.3 29.5 26.5 31.0 24.9 23.2
Remuneration Reporting
One issue to which different codes have paid special attention over
the years is the transparency of the remuneration of directors which,
despite already being regulated (section 200 LSA, current art.
260 LSC), has always been highly opaque, due to individual infor-
mation not being provided by companies, without which there has
never been a homogeneous and comparable model to adhere to for
the submission of information.
Until 2011, the format in which companies collated information
regarding the remuneration policy was voluntary and there was no
ofcial model, reasons why the Spanish companies would offer
information on the remuneration of directors and senior ofcers
without following homogeneous criteria. However, in general terms,
the content has been consistent with recommendations 35 and 41 of
CUBG (CNMV, 2006) which stipulated concrete information
regarding:
Recommendation 35. The companys remuneration policy, as
approved by its Board of Directors, should specify at least the
following points:
Directors Remuneration in Spain 177
(A) Remuneration policy of the company for the nancial year, with full explanation of the
following:
A.1. The remuneration policy;
A.2. The process for determining the remuneration policy;
A.3. The xed component of remuneration;
A.4. The variable components of the remuneration systems;
A.5. Systems of long-term savings of the compensation;
A.6. Indemnities agreed or paid to directors;
A.7. The conditions of the contracts of executive directors;
A.8. The supplementary payments;
A.9. Advances, loans, and guarantees;
A.10. Remuneration in kind;
A.11. The compensation earned by the director under payments made by the listed company to
a third party in which the director serves;
A.12. Other remuneration;
A.13. The actions taken to reduce risk.
(B) Remuneration policy planned for future years, indicating the following:
B.1. General Forecast remuneration policy;
B.2. Decision-making process for setting the remuneration policy;
B.3. Created incentives to reduce risk;
(C) Overall summary of how the remuneration policy applied during the year ended
(D) Details of the individual remuneration of each of the directors, stating:
D.1. Individual remuneration of each of the directors (including remuneration for the exercise
of executive functions) accrued during the year, indicating the following:
The remuneration earned by the company, showing separately cash remuneration, reward
systems based on actions, systems of long-term savings and other benets.
The remuneration earned by company directors for their membership on the Boards in other
companies of the group, showing separately cash remuneration, systems of share-based
payment systems, long-term savings and other benets.
Summary of the total remuneration.
180 MONTSERRAT MANZANEQUE ET AL.
Table 4: (Continued )
Annual Report on Remuneration of Directors
D.2. Report on the relationship between the remuneration received by the directors and the
prots or performance of the entity, explaining, where appropriate, how variations in the
company performance have inuenced the change in the remuneration of directors.
D.3. Report the results of the advisory vote of the general meeting in the annual report on
salaries last year, indicating the number of negative votes if issued.
(E) Other information of interest which cannot be included in any of the preceding
paragraphs.
Source: Compiled from data of Corporate Governance Report of the issuers of securities
admitted to trading on the ofcial secondary market (CNMV).
Remuneration Challenges
The latest measures taken in Spain on the issue of remuneration of
senior ofcers and directors (preparing the annual report and sub-
mitting it to advisory vote of the General Shareholders Meeting) are
looking to get more control over compensation policies and increase
information transparency thereof. The principle aim is that of
curbing the excesses in compensation produced in recent years,
irrespective of the global economic crisis in which we have been
immersed. As these measures begin to be implemented this year, it
remains to be seen in the years to come as to whether these measures
manage to reach the deterrent effect desired and remuneration is
moderated.
The Spanish government is currently considering taking other
measures as well, such as: (a) limits on compensation to variable
remunerations and allowances; and (b) the possibility that the vote
Directors Remuneration in Spain 181
References
Aldama Report. (2003). Report by the special commission to foster transparency and
security in the markets and in listed companies. Madrid: CNMV.
Circular 1/2008. (2008, January 30). The National Commission on the Securities
Market, on periodic reporting issuers with securities admitted to trading on regulated
markets on yearly nancial reports, interim management statements and, if, the quar-
terly nancial reports.
182 MONTSERRAT MANZANEQUE ET AL.
Circular 2/2007. (2007, December 19). The National Securities Market, by adopting
models notication of signicant shareholdings of directors and managers, operations
of the issuer of shares and other models.
Circular 3/2008. (2008, May 22). On the calculation and control of minimum capital.
Circular 4/2007. (2007, December 27). The National Securities Market, by amending
the model of corporate governance report of listed companies.
Circular 4/2011. (2011, November 30). The Bank of Spain, by amending Circular 3/
2008, of May 22, on the calculation and control of minimum capital.
Circular 4/2013. (2013, June 12). The National Securities Market, which sets the
annual report models remuneration of directors of listed companies and members the
board of directors and the supervisory board of the savings banks that issue securities
admitted to trading on ofcial stock markets.
Circular 5/2013. (2013, June 12). The National Securities Market, which provides
models annual corporate governance report of listed companies of the savings banks
and other institutions that issue securities admitted to trading on ofcial stock
markets.
Comisin Nacional del Mercado de Valores (Spanish Securities Markets Commission
or CNMV). (2006). Unied good governance code. May. Madrid: Author.
Comisin Nacional del Mercado de Valores (Spanish Securities Markets Commission
or CNMV). (2013). Unied good governance code. June. Madrid: Author.
Commission Recommendation. (2004). Commission Recommendation of 14
December 2004 fostering an appropriate regime for the remuneration of directors of
listed companies (2004/913/EC).
Commission Recommendation. (2005). Commission Recommendation of 15
February 2005 on the role of non-executive or supervisory directors of listed compa-
nies and on the committees of the supervisory board (2005/162/EC).
Commission Recommendation. (2009). Commission Recommendation of 30 April
2009 on remuneration policies in the nancial services (2009/384/CE).
Committee of European Banking Supervisors (CEBS). (2009). High-level principles of
remuneration policies. Retrieved from http://www.eba.europa.eu/documents/10180/
16094/High-level+principles+for+remuneration+policies.pdf
Davis, S. (2007). Does Say on Pay work? Lessons on making CEO compensation
accountable. Yale Millstein Center Policy Brieng.
European Commission. (2010). Green paper on corporate governance in nancial
institutions and remuneration policies.
European Parliament and Council. (2010). Directive 2010/76/EU of the European
Parliament and of the Council of 24 November 2010 amending Directives 2006/48/
EC and 2006/49/EC as regards capital requirements for the trading book and for
re-securitisations, and the supervisory review of remuneration policies.
Financial Stability Board. (2009a). Application standards of the sound compensation
practices published by the FSF. Retrieved from http://www.nancialstabilityboard.
org/publications/r_090925c.pdf. Accessed on September.
Financial Stability Board. (2009b). FSF principles for sound compensation practices.
Retrieved from http://www.nancialstabilityboard.org/publications/r_0904b.pdf.
Accessed on April.
Law. (1985). Law 13/1985 of 25 May on investment ratios, own funds and informa-
tion obligations of nancial intermediaries.
Law. (1988). Law 24/1988, of 28 July, on the Securities Market.
Directors Remuneration in Spain 183
Directors
11 Remuneration in
Ethiopia
Hussein Ahmed Tura
Introduction
The Ethiopian Commercial Code1 (hereinafter the Commercial
Code) is a basic legislation governing various types of business
organizations including partnerships, joint ventures, private limited
companies, and share companies. Given that this legislation has not
been updated since its adoption in 1960, it lacks provisions on
many aspects of company governance particularly on directors
remuneration. In addition to inadequacy of provisions pertinent to
share companies, there is no single stipulation regarding directors
remuneration of private limited companies. With respect to share
companies, the law does not delineate any difference between execu-
tive and non-executive directors remuneration. Furthermore, it does
not seem to entitle directors to receive remuneration as of right. The
Commercial Code states that directors may receive remuneration
only where the general meeting of shareholders decides to that effect
or where companies incorporate terms on directors remuneration
into their articles of association. Besides, the law does not require
companies to establish a remuneration committee. Moreover, there
is lack of legal provision or clear practice on the link between direc-
tors remuneration and performance of companies. Regarding the
quantum of directors remuneration, the National Bank of Ethiopia
(NBE) recently adopted a directive limiting the annual directors
remuneration in the commercial banks not to exceed 50,000 Birr
1
See Commercial Code of Ethiopia (1960).
185
186 HUSSEIN AHMED TURA
2
Most of the smallest Ethiopian businesses are not organized as companies
but as sole proprietorships, which are also required to register with the state.
Those businesses have little or no reason to be companies; for instance, lim-
ited liability has little meaning for small-scale businesses especially when
business is done on personal basis and court lawsuits are virtually unknown
or impracticable.
3
See USAID (2007, p. 19).
4
See Girma (1994, p. 217).
5
See Tura, (2011a, p. 46).
6
See Addis Fortune Magazine (2011).
7
http://www.hg.org/article.asp?id=19590 (Last visited on July 9, 2013).
Directors Remuneration in Ethiopia 187
8
See Negash (2008, p. 10).
9
Ibid.
10
USAID (2007, p. 20).
11
PSD (2009, p. 16).
12
For instance, six banks were newly formed in the country, while other 16
commercial banks are operating in the market. See http://capitalethiopia.
com/index.php?option=com_content&view=article&id=14181:three-hund
red-million-birr-for-new-bank&catid=12:local-news&Itemid=4 (Last vis-
ited on September 23, 2013).
188 HUSSEIN AHMED TURA
13
Petros (2010, p. 14).
14
In Habesha Cement SC, for instance more than 40% of the shareholders
have 5,000 ETB (5 shares) each which is the minimum allowed holding,
whereas 90% of the shareholders in Buna Bank (i.e., 10,350 out of 11,500)
own less than 100,000 shares each. See Reporter (Amharic Version) of
October 11 Edition. Likewise, in Brehan Bank S.C., the size of shareholders
owning less than 100,000 is 95% percent (i.e., 5,708 out of 6,000 share-
holders) see, Addis Fortune Magazine, edition of October 4, 2010.
Directors Remuneration in Ethiopia 189
15
According to Access Capital research, in the year 2009, more than a bil-
lion Birr share sale was launched by six companies. Access Capital SC
2009. See http://www.africaneconomicoutlook.org/leadmin/uploads/aeo/
2014/PDF/CN_Long_EN/Ethiopie_EN.pdf. It is not clear whether or not
bank deposits dropped by an equivalent amount.
16
See Addis Fortune Magazine (2011).
17
Ibid.
18
See Directives No. SBB/47/2010, Article 3(1) and (2).
19
See Banking Business Proclamation (2008).
190 HUSSEIN AHMED TURA
20
See Tura (2011a, p. 80).
21
Ibid.
22
See Commercial Code of Ethiopia (1960). Article 353 (1).
Directors Remuneration in Ethiopia 191
that the articles of association may provide that the directors may
receive a specied share in the net prots of a nancial year.23
Thus, directors remuneration can be decided through two proce-
dures. First, the general shareholders meeting may decide that a
xed annual remuneration should be paid to the members of a
board of directors. Second, companies may specify in their articles
of associations that certain percent (e.g., 510%) of their net prots
in a nancial year shall be paid to directors. Moreover, the
Commercial Code states that the xed remuneration and share in
the prots to be allocated to the board of directors shall be allocated
in one sum; and that the board shall arrange the distribution among
its members in such proportion as it deems t.24 However, the
amount of a share in the net prots may not exceed 10%. This share
is calculated after deduction of: (a) amounts allocated to reserve
funds provided by law or the articles of association; (b) the statutory
dividend, where provided in the articles of association or where not
provided, a sum representing 5% of the paid up value of shares
which have not been redeemed; (c) amounts allocated to reserve
funds established by resolution of a general meeting; and (d) amounts
carried forward.25 In xing share in prots, amounts distributed
or capitalized and charged in a previous balance sheet shall be
considered.26
It should be noted that the directors share in the net prots
shall not be paid where no dividend has been distributed to the
shareholders.27 This provision is a precondition for enforcement of
specied share in the net prots of a nancial year under sub-article
2 of article 353. This means, directors remuneration may not be
paid where companies make prots but where a decision is reached
by directors that no dividend will be distributed to each shareholder.
One may wonder why directors could be denied remuneration after
succeeding in making prots. The main reason behind this stipula-
tion might be aimed at precluding directors from reserving some
portion of the prot for their own remuneration while at the same
time unwilling to distribute dividend to the shareholders. Besides,
directors may decide to re-invest the annual prot instead of distri-
buting it to the shareholders as their remuneration percentage will
increase in the next year. Thus, directors may choose to re-invest the
annual prots of a company even for several years as this normally
increases their share based on the level of the growth. Thus, the
23
Ibid. Article 353(2).
24
Ibid. Article 353(3).
25
Ibid. Article 353(4).
26
Ibid. Article 353(5).
27
Ibid. Article 353(6).
192 HUSSEIN AHMED TURA
28
Ibid. Article 353(7).
29
Ibid. Article 353(1): Directors may receive a xed annual remuneration,
the amount of which shall be determined by a general meeting and charged
against general expenses.
30
Ibid. Article 353(2): The articles of association may provide that the
directors may receive a specied share in the net prots of a nancial year.
31
Ibid. Article 353(3): The xed remuneration and share in the prots to be
allocated to the board of directors shall be allocated in one sum.
Directors Remuneration in Ethiopia 193
REMUNERATION REPORTING
The Commercial Code requires statements to be provided concern-
ing directors remuneration. It stipulates that the balance sheet sub-
mitted to the annual general meeting shall show the total amount of
remuneration, allowances, annuities, retirement benets and benets
in kind given to the directors.32 Pursuant to this provision, all
share companies are duty bound to disclose details on directors
remuneration. As a mandatory legal provision on remuneration
reporting, it may play a signicant role in ensuring transparency in
boardroom. It is particularly relevant to control excessive self-
rewarding activities by executive or non-executive directors. In addi-
tion, the Commercial Code species that loans or guarantees to
directors shall also be shown.33 Disclosure of details on directors
loans or guarantees is required to control conict of interests
between the company and its directors. It is also important to avoid
indirect self-rewarding of directors who assume duciary duties on
behalf of shareholders. However, except nancial institutions which
are currently under strict regulation of the NBE, share companies
are not answerable for failing to observe this mandatory provision
of law as most companies do not report their remuneration regularly
as per legal requirement.
32
Ibid. Article 361(1).
33
Ibid. Article 361(2).
Directors Remuneration in Ethiopia 195
REMUNERATION CHALLENGES
Although the Commercial Code lays down guidelines regarding
directors remuneration, there are certain challenges surrounding its
enforcement. For instance, the Commercial Code does not oblige
share companies to pay directors remuneration unless it is decided
by the Shareholders General Meeting or it is otherwise incorporated
into the articles of association of a company. It is also not clear
as to whether the law entitles other employees to participate on
annual share in prots although there is a clue to this end. Besides
the lack of denition of the term director in the Commercial Code,
the law does not distinguish between a remuneration of executive and
non-executive directors remuneration. There are also controversies
surrounding the quantum of directors remuneration in commercial
banks. The following few sections devote to a critical analysis of the
challenges surrounding directors remuneration in Ethiopia.
34
Ibid. Article 363.
35
Ibid. Article 347(1).
36
Ibid. Article 349(1) and (2).
198 HUSSEIN AHMED TURA
37
See Fernando (2006, p. 189).
38
Ibid.
39
See Fama and Jensen (1983).
40
See Commercial Code of Ethiopia (1960), Article 347(2).
Directors Remuneration in Ethiopia 199
41
Ibid. Article 347 (4).
200 HUSSEIN AHMED TURA
Court of Ethiopia. In this case, the defendant was the former general
manager of the plaintiff for almost ten years. He was also speci-
cally empowered to represent the plaintiff in all companies where it
owns shares and to participate on meetings, to vote and safeguard
the interests of the plaintiff. Accordingly, the defendant participated
in the board of directors of Wogagen Bank SC (one of the privately
owned banks in Ethiopia) for eight consecutive years by representing
the Plaintiff. During this period, he received about 2.5 million Birr
in the form of directors remuneration from the Wogagen Bank SC
and used it for his own gain. This remuneration was decided in
accordance with Article 353(1) of the Commercial Code by the 11th
Annual GSM of Wogagen Bank SC. As can be read from the
Minutes of this meeting, the main reason for deciding for payment
of the directors remuneration was to compensate directors who
sacriced their time, knowledge, and efforts to maintain the interests
of shareholders and the Bank. It is further mentioned that annual
share in net prots (5%) was meant to be an incentive to instill dili-
gence and commitment in board members for their future endeavors.
Moreover, the decision passed by the GSM took into consideration
the legal responsibilities and burdensome duties assumed by direc-
tors as a justication to pay directors remuneration.
The new management of the plaintiff brought a legal proceeding
against the defendant in 2012 alleging that the defendant was not
legally entitled to receive remuneration for his personal gain; and
that since he was the former general manager of the plaintiff, he
acted as a mere representative while participating in the board of the
Bank on behalf of the plaintiff, which was the actual and legal direc-
tor; and that he illegally misappropriated the remuneration paid to
the actual board member (the body corporate) and pleaded to the
court to order the transfer of the total amount of money received in
the form of directors remuneration with its legal interest (9%) to
the Plaintiff.
On the other hand, the defendant argued that although he partici-
pated in the board of the Bank which paid him remuneration while
he was the representative of the present plaintiff, he is legally entitled
to receive directors remuneration; and that he committed no fault in
appropriating the sum of money he received in the form of directors
remuneration for his personal gain which he received because of his
personal efforts and contributions he personally made to the Bank
with other members of the board, but not on behalf of the plaintiff.
He further claimed that the purpose of remuneration is compensating
individual board members than articial person that has only an
imaginary existence, and that the plaintiff could not make any tangi-
ble contribution to the operation and growth of the bank although it
was a board member. He stated that he protected the interest of
the plaintiff, which received a chunk amount of dividend because
Directors Remuneration in Ethiopia 201
42
This case is still pending at the Federal Supreme Court Cassation Division,
which will render nal and binding decision. Source: Federal Supreme Court
Cassation Division (2014).
202 HUSSEIN AHMED TURA
43
See Addis Fortune Magazine (2011).
44
Ibid.
45
Ibid.
46
See Capital Magazine (2011).
47
See Tura (2011b, p. 70).
204 HUSSEIN AHMED TURA
bank, to address disputes and create industry peace and good corpo-
rate governance among nancial institutions.48 The directives limit
the remuneration of individual private bank directors to 50,000.00
Birr in one operating year, and a monthly allowance of 2,000.00 Birr.
Banks are also prohibited from paying directors any benets, in cash
or in kind, in addition to the set annual amount. The failure to imple-
ment the directives could earn a non-complying bank a penalty of
10,000 Birr and make it liable for criminal and civil suits.49
The Directives have indeed entailed debate among different per-
sons including members of boards of directors of private banks and
ofcials of the NBE. The Directives have been criticized for a num-
ber of reasons. First, it is contended that the xed pay scheme pro-
posed by the Directives does not take into account the size of
the banks, the experience and responsibility of each director, or the
complexity of the operations they are engaged in.50 Second, the
Directive is believed to have removed the right of shareholders to
reward those they trust to sit in the boardroom and make decisions
on their behalf.51 According to this view, although banks in particu-
lar and nancial institutions in general are highly important for the
overall economy of the country thereby deserving regulation to
avoid scandals, it should equally be taken into account that private
banks are prot-oriented institutions and individuals involved in
their governance also deserve incentives which are proportionate to
their contribution.52
Third, it is argued that the new pay package is too draconian
and would push talented individuals out of the governance of the
banking sector.53 A banker in the top management of a private
bank who requested anonymity admits the importance of regulat-
ing banks in the current situation but underlines that while the
directives is a move towards the right direction, the new remunera-
tion scheme, set at a maximum of fty thousand Birr for the board
of directors has been set too low. This was also shared by eight
members of board of directors of private banks who wished their
name to be withheld. They argued that the amount of remunera-
tion set does not take into consideration the workload, which
involves meetings and committee work, as well as the risk involved
in being a director. They also argued that the content of the direc-
tives in relation to the amount of directors remuneration would
48
Directives No. SBB/49/2011, Preamble.
49
Proclamation No. 592/2008, Article 58.
50
Hussein, Directives No. SBB/49/2011, Preamble.
51
Ibid.
52
Ibid.
53
See Addis Fortune Magazine (2011).
Directors Remuneration in Ethiopia 205
54
Directives No. SBB/49/2011, Preamble.
55
See NBE.
56
The NBE asserted that it has received many requests from shareholders
and those who did not get seats on a banks board to intervene, before the
issuance of the Directives. Interview with Mr. Solomon Desta, Director of
Bank Supervision for NBE, April 26, 2011.
57
Ibid.
58
Proclamation No. 591/2008, Article 4: To achieve these purposes, the
NBE is further empowered to license and supervise banks, insurance compa-
nies, and other nancial institutions; and to create favorable conditions for
the expansion of banking, insurance, and other nancial services for the
achievement of these objectives in accordance with relevant laws.
59
Ibid. Article 14(4)(e).
206 HUSSEIN AHMED TURA
60
See Addis Fortune Magazine (2011).
61
See Deringer (2009).
62
Ibid., p. 5.
63
Organization for Economic Cooperation and Development, OECD
Principle of Corporate Governance (1999, revised 2004), Principle VI.E.1 and
Annotation to OECD Principle VI.E.1. See http://www.oecd.org/corporate/
principles-corporate-governance.htm.
Directors Remuneration in Ethiopia 207
64
London Stock Exchange Combined Code on Corporate Governance
(2003).
65
Basel Committee on Banking Supervision, Principles for Enhancing Cor-
porate Governance, Bank for International Settlements Communications
CH-4002 Basel, Switzerland, October 2010, principle 3, section 53.
66
SEBI (2000).
208 HUSSEIN AHMED TURA
67
See Winship (1974, p. 16).
68
See Salacuse (2002, p. 54).
69
Article 353(4)(b) of the Commercial Code provides that the amount of
share in the net prots may not exceed 10% and that this share should be
calculated after deduction of the statutory dividend, where provided in
the articles of association, or where not provided, a sum representing 5% of
the paid up value of shares which have not been redeemed. However, it is
not clear why the law requires the deduction of this amount before payment
of directors remuneration. It is also difcult to identify a beneciary of the
statutory dividend or a sum representing 5% of the paid up value of
shares which have not been redeemed to be deducted from the annual net
prot. A clue in the Commercial Code that would be of help to relate the
term statutory dividend in Article 353(4)(b) to terms envisaged in Articles
337 and 457 as statutory interest or xed or interim interest. This is
discernible from the provisions of Article 337(2) that runs these shares do
not confer any right to that part of the dividend representing the statutory
interest. It may, therefore, be argued that the term statutory dividend in
Article 353(4)(b) is the same with statutory interest, xed interest, or
interim interest.
Directors Remuneration in Ethiopia 209
70
See Hussein, Directives No. SBB/49/2011, Preamble.
71
See Salacuse (2002, p. 23).
72
Ibid.
73
Ibid.
74
Ibid.
75
Ibid.
76
Ibid.
210 HUSSEIN AHMED TURA
Conclusion
The Commercial Code of Ethiopia provides for the directors remu-
neration.78 There are three schemes of annual directors remunera-
tion recognized under the Commercial Code including annual xed
remuneration, share in annual net prots, and mixed remuneration.
Companies also pay monthly allowances and other cash and in kind
benets. Directors remuneration can be decided by GSM or speci-
ed in a companys articles of association.
However, the law lacks important provisions and clarity regard-
ing the directors remuneration which makes its application contro-
versial and complicated. For instance, the law does not expressly
oblige companies to pay directors remuneration unless it is pro-
vided in the articles of association or decided by shareholders meet-
ing. Nevertheless, there is no justication for the law to deny a right
to remuneration while it imposes burdensome liabilities on a person
who works in a board of directors. Besides, the Commercial Code
does not specify any difference between remuneration of executive
and non-executive directors. In this regard, lack of denition of the
term director in the law may complicate the issue as to whether a
body corporate is entitled to directors remuneration where an agent
participates in another companys board of directors without speci-
c purpose of receiving remuneration on its behalf. Particularly, a
person who serves as a director in certain board of private bank in
Ethiopia should be legally entitled to remuneration, not only because
she/he personally contributes for the growth of the company but
also because she/he assumes the responsibility of directorship with
risks of civil and criminal liabilities.
77
Ibid.
78
See Commercial Code of Ethiopia (1960), Article 353.
Directors Remuneration in Ethiopia 211
References
Addis Fortune Magazine. (2011, April 28). Addis Ababa.
Banking Business Proclamation. (2008). Article 58(7), Proclamation No. 592, Fed.
Neg.Gaz. 14th year, No. 57.
Capital Magazine. (2011, February 29). Addis Ababa.
79
See CIMA (2010, p. 2).
80
See Hussein, Directives No. SBB/49/2011, Preamble, p. 76.
81
Ibid.
82
Ibid.
83
Ibid.
212 HUSSEIN AHMED TURA
Reviewing
12 Institutions
Remuneration
Requirements: From
European Legislation to German
Implementation$
Oliver Kruse, Christoph Schmidhammer
and Erich Keller
Introduction
This chapter analyses the implementation of remuneration policies
in German banking institutions starting from European legislation
standards. The regulations are examined with respect to appropriate
prerequisites of incentive-compatible remuneration systems.
The risk-taking behavior of the nancial sector was an impor-
tant driver of the nancial crisis of 20072009.1 Consequently,
supervisors and banking authorities were required to develop effec-
tive rules for sustainable nancial stability. For managers, excessive
$
The chapter reects the personal opinions of the authors and not necessarily the views of
Deutsche Bundesbank.
1
A survey of the institute of International Finance in 2009 shows that 98%
of the institutions were convinced and that inappropriate remuneration
practise strongly contributed to the nancial crisis. The following weakness
was mentioned: asymmetric alignment of remuneration systems, transpar-
ency, strategy, and risk taking. See International Monetary Fund [IMF]
(April, 2008), chapter 2, and Financial Stability Board (FSB, 2013).
213
214 OLIVER KRUSE ET AL.
2
Bebchuk and Spamann (2010).
3
Jensen and Meckling (1976).
Reviewing Institutions Remuneration Requirements 215
Prerequisites of an Incentive-Compatible
Remuneration System
Since many years remuneration systems are well accepted in human
resource management. Popular examples in literature analyzing
remuneration systems for banks are, for example, Erdmann (1991),
Rinker (1997), or Kruse (2001). The three authors state that impor-
tant functions of an effective implementation and operation of remu-
neration systems are that:
4
Herring et al. (2014).
5
Rosenstiehl (1975), Staehle (1999).
216 OLIVER KRUSE ET AL.
6
Porter and Lawler (1968).
Reviewing Institutions Remuneration Requirements 217
Functions
Acceptance
Individual and
Transparency
team practicability
Compensation
Flexibility Efficiency Justice
impact
Prerequisites
7
Kruse (2001).
8
Directive 2013/36/EU, Article 75.
9
Directive 2013/36/EU, Article 92.
10
Bankenstatistik, March 2013, of Deutsche Bundesbank (2013).
218 OLIVER KRUSE ET AL.
11
Statistical data is based on December 2012.
12
Directive 2013/36/EU, Article 92.
13
Directive 2013/36/EU, Article 95; the opportunity 200% variable remu-
neration obliges the decision of member states.
14
Directive 2013/36/EU, Article 95.
Reviewing Institutions Remuneration Requirements 219
15
Directive 2013/36/EU, Article 95.
16
Translated paragraphs of the German remuneration standards rely on
Wagner and Schulte (2014).
17
Three years average.
220 OLIVER KRUSE ET AL.
18
Regulation on the Supervisory Requirements for Remuneration Systems in
Institutions (2013).
Reviewing Institutions Remuneration Requirements 221
References
Bebchuk, L. A., & Spamann, H. (2010). Regulating bankers pay. Georgetown Law
Journal, 98, 247287.
Brsenzeitung. (2014). Brsenzeitung, March 5, 2014.
Botterweck, B., Jaeger, M., Steinbrecher, I., & Vergtungssysteme (2014).
Prfungskampagne: Qualittsmngel bei allen Instituten. BaFin Journal, February,
89.
Deutsche Bundesbank. (2013). Deutsche Bundesbank, Bankenstatistik, Mrz 2013.
Erdmann, U. (1991). Die Entlohnung von Fhrungskrften in Kreditinstituten.
Frankfurt am Main, 1991.
FSB. (2013). Financial Stability Board: Principles for an Effective Risk Appetite
Framework. Consultative Document, 2013.
Herring, F., Low, H.-P., William, A., & Slulte, W. (2014). Remuneration System, The
implementation of national and European Rules in Banks and Investment Fund
Companies. Frankfurt.
IMF. (2008). International Monetary Fund: Global Financial Stability Report,
Containing Systemic Risks and Restoring Financial Soundness, April 2008.
Jensen, M. C., & Meckling, W. H. (1976). Theory of the Firm: Managerial behavior,
Agency costs and ownership structure. Journal of Financial Economics, 4, 305360.
Kruse, O. (2001). Variable Vergtungssysteme in Banken eine Akzeptanzstrategie
zur Gestaltung und Implementierung, 2001.
19
Botterweck, Jaeger, Steinbrecher, and Vergtungssysteme (2014).
20
Brsenzeitung, March, 5, 2014 (author unknown).
Reviewing Institutions Remuneration Requirements 223
Porter, L. W., & Lawler III, E. E. (1968). Managerial attitudes and performance.
Homewood, IL: Irwin.
Rinker, A. (1997). Anreizsysteme in kreditinstituten, Gestaltungsprinzipien und
steuerungsimpulse aus controllingsicht. Frankfurt am Main: Knapp.
Rosenstiehl, L. V. (1975). Die motivationale Grundlagen des Verhaltens in
Organisationen, Leistung und Zufriedenheit. Berlin: Duncker & Humblot.
Staehle, W. H. (1999). Management, Eine verhaltenswissenschaftliche Perspektive.
Mnchen: Vahlen.
Wagner, O., & Schulte, M. (2014). Vergtungssysteme die Umsetzung der nationa-
len und europischen. Regelungen in Banken und Fondsgesellschaften. Verband der
Auslandsbanken.
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CHAPTER
The European
13 Approach to
Regulation of
Directors
Remuneration
Roberta Provasi and Patrizia Riva
Introduction
During the last 10 years the European Commission has outlined a
framework for community action to improve company laws and
corporate governance practices in the European Union, to enhance,
as a consequence, the real economy, promoting efciency and
competitiveness of European companies worldwide as well as
strengthening the shareholders rights and third parties protection.
This review process, which started in 2003 with the Action Plan
for the Company Law Modernization and Corporate Governance
Enhancing has accelerated in recent years. It was the result of the
global economic and nancial crisis and of the careful consideration
on the factors which contributed to its occurrence which followed.
With regard to the problem of determining the remuneration of
companies directors, the European Community has agreed with the
approach pointing out that the problem originates mainly on con-
icts of principalagent. These arise both: (a) within public com-
panies with widespread shareholders, between executive directors
(agent) and shareholders as a whole (principal); and (b) within
companies controlled by a limited number of shareholders, between
controlling shareholders (agent) and other shareholders (principals).
225
226 ROBERTA PROVASI AND PATRIZIA RIVA
Literature Review
Directors remuneration has been considered one of the central
issues in the debate on the stability of nancial markets as it con-
cerns not only large nancial institutions but all the companies
which have recognized corporate governance relevance (Baur, 2008;
Bebchuck & Fried, 2004; Bender, 2004; Fernandez, 2003; Ferrarini,
Moloney, & Vespro, 2003).
The different approaches developed in literature share some
basic principles:
RECOMMENDATION 2004/913/EC
The Community Recommendation 913/2004 is based on some state-
ments already included in the previous 2003 document. It gives a
range of proposals to strengthen shareholders rights and modernize
the boards of directors. It provides for an initiative aimed at encoura-
ging an appropriate regulatory regime for directors remuneration in
the Member States. It makes it clear that new regulation is necessary
to avoid conicts of interest and hence to implement appropriate
governance controls, based on adequate information rights. Form,
structure, and level of directors remuneration are matters falling
within the competence of companies and their shareholders, but it is
also one of the key areas where executive directors may have a con-
ict of interest. It is important that listed companies display appro-
priate transparency in dealing with investors, so as to enable them to
express their views.
In brief, the EC Recommendation is exclusively referred to the
directors remuneration of listed companies in regulated European
markets. It invites the States to introduce by June 30, 2006:
Sections
I Section Scope and denition
II Section Remuneration policy
III Section Remuneration of individual directors
IV Section Share-based remuneration
Guidelines
Transparency and accountability generate investor condence
Harmonized regulation contributes to eliminate unequal treatment
Shareholders need a clear vision of the remuneration policy
Remuneration policy should be part of the agenda of the annual
general meeting giving shareholders an effective chance to express
their views and an opportunity to debate
Remuneration policy will be better controlled if voted on by the
shareholders; the vote could be advisory
Disclosure of individual directors remuneration is important to
appreciate in the light of the overall performance of the company
Variable remuneration schemes (in shares, share options, or any
other right to acquire shares) should be subject to the prior approval
of the general meeting
REMUNERATION POLICY
Disclosure is required. Companies have to draw up a special report
of the remuneration policy named a remuneration statement. It may
be included in the annual report or in the notes to the annual
accounts of the company and posted on the website. It must focus on
policies for the following years and policies implemented in the pre-
vious year with particular emphasis on changes that have occurred.
The report must contain some main information:
SHARE-BASED REMUNERATION
All share-based remuneration mechanisms must be approved during
the shareholders annual general meeting. The approval relates to:
RECOMMENDATION 2005/162/EC
A second Recommendation was approved on February 15, 2005
and, even though it concerns the role of non-executive or supervi-
sory directors in the corporate governance of listed companies, it is
also closely related to the remuneration topic. It gives relevant sug-
gestions about the organizational process that listed companies
should follow to determine directors remunerations.
The presence of independent representatives on the board,
capable of challenging the decisions of management, is widely con-
sidered as a means of protecting the interests of shareholders and
other stakeholders. In companies with a dispersed ownership, the
primary concern is how to make managers accountable to weak
236 ROBERTA PROVASI AND PATRIZIA RIVA
the board for the company. The committee should make proposals
to the board on the individual remuneration to be attributed to
executive or managing directors, ensuring that they are consistent
with the remuneration policy adopted by the company and the
evaluation of the performance of the directors concerned. In doing
so, the committee should be properly informed as to the total com-
pensation obtained by the directors from other companies afliated
to the group. It is also asked to make proposals to the board on
suitable forms of contract for executive or managing directors and
to assist it in overseeing the process whereby the company complies
with existing provisions regarding disclosure of remuneration-
related items (in particular the remuneration policy applied and the
individual remuneration attributed to directors). Special attention
has to be given to the structure of remuneration for senior manage-
ment monitoring both the level and the structure. And nally with
respect to stock options and other share-based incentives which may
be granted to directors, managers, or other employees, the commit-
tee should debate the general policies, review information provided
in the annual report and to the shareholders meeting and make pro-
posals concerning special choices about granting options.
The Recommendation species that the remuneration committee
should be able to avail itself of consultants, with a view to obtaining
the necessary information on market standards for remuneration
systems. The committee selects the consultants, appoints them, and
should receive appropriate funding from the company to this effect.
Additional EU Interventions
In March 2009 the Commission with the Communication for the
Spring European Council, Driving European recovery provided
strategic guidelines to regulate and promote the best practices in
implementing the two previous Recommendations (2004/913/EC
and 2005/162/EC) and announced what would have been the
further steps to be taken. Among these, special attention was given
to the remuneration of nancial sector directors which resulted in
London G20 commitments. The Commission presented its plan to
restore and maintain a stable and reliable nancial system. In parti-
cular, the Communication announced that a new Recommendation
on remuneration in the nancial services sector would be presented
in order to improve risk management in nancial rms and align
pay incentives with sustainable performance.
The 30th April 2009 the EU Commission Recommendation on
remuneration policies in the nancial services sector was delivered.
It integrates the previous recommendations and contains some clari-
cation agreed to give greater consistency to the principles set out
238 ROBERTA PROVASI AND PATRIZIA RIVA
European level;
introduce disciplinary reporting obligations about voting
1. Using benchmarks
The Scheme 7-bis of the Annex 3A to the Issuers Regulation
(the so-called Consob Scheme) requires issuers to provide, in the
rst section of their Remuneration Reports, whether the remu-
neration policy has been dened also with reference to the poli-
cies of other issuers and, if so, how this benchmark has been
selected. A total of 177 companies disclosed this information
(i.e., 77% of the aggregate). Among those providing this kind of
information, 68 companies (i.e., 30% of the aggregate) also pro-
vide information with respect to the criteria used to identify the
benchmark companies (peers): companies considered as basis
for comparison when xing Remunerations. Peer identication
is instead quite uncommon: the name of the benchmark has
been disclosed by only 13 companies (six in 2013), that is, 6%
of the aggregate.
3. Policy changes
The Consob Scheme requires issuers to provide, in the rst
section of their Remuneration Reports, the objectives pursued
with the adopted remuneration policy, its principles and even-
tual changes to the policy compared to the previous year. In 38
cases (i.e., 17% of the aggregate, decreasing from 22% in 2013)
Reports explicitly disclose that the remuneration policy has been
changed with respect to the previous year. The reduction is
stronger among larger companies (from 34% to 19% of the
aggregate among FTSE Mib) and, in particular, in the nancial
sector (from 44% to 17% of the aggregate).
5. Parameters
The Code makes various recommendations regarding the
structure of the variable component. Inter alia, it is provided
that: (a) the xed component and the variable component
should be properly balanced; (b) a ceiling should be set for the
variable component; (c) performance goals should be predeter-
mined, measurable and linked to the creation of value for share-
holders over the mediumlong run; (d) the payment of a
signicant portion of the variable remuneration should be
deferred for an appropriate period of time; and (e) compensa-
tions provided for early termination should not exceed a
248 ROBERTA PROVASI AND PATRIZIA RIVA
References
Assonime. (2015). Corporate Governance in Italy: Compliance, remunerations and
quality of the comply-or-explain. Retrieved from http://www.assonime.it/
AssonimeWeb2. Accessed in February.
Baums, T. (2001). Bericht der Regierungskommission Corporate Governance. Kln,
p. 104, 236.
Baur, D. G. (2008). Decoupling from the owners and society? An empirical analysis
of executing compensation in Germany. Retrieved from http://ssrn.com/abstract=
1140139
Bebchuck, L. A., & Fried, J. M. (2004). Pay without performance, the unfullled pro-
mise of executive compensation. Cambridge, MA: Harvard University Press.
Becht, M., Bolton, P., & Roell, A. (2002). Corporate governance and control. ECGI
Finance Working Paper No. 02.
Bender, R. (2004). The determination of directors remuneration in UK listed compa-
nies. London: Centre for Business Performance, ICAEW.
Bhagat, S., & Black, B. (1999). The uncertain relationship between board composi-
tion and rm performance. Retrieved from SSRN, p. 4 ss.
Brick, I. E., Palmon, O., & Wald, J. (2006). CEO compensation, director compensa-
tion, and rm performance: Evidence of cronyism? Journal of Corporate Finance, 12,
403.
CEBS. (2009). High-level principles for remuneration policies. Retrieved from http://
www.c-bs.org/getdoc/34beb2e0-bdff-4b8e-979a-5115a482a7ba/High-level-principles-
for-remuneration-policies.aspx
Chance, D., Kumar, R., & Todd, R. (2000). The repricing of executive stock
options. Journal of Financial Economics, 57(129), 153.
Chefns, B. R. (2003). Will executive pay globalise along American lines? Corporate
Governance, Volume 11.
COM. (2004). Comunicazione della commissione modernizzare il diritto delle
societ e rafforzare il governo societario nellUnione Europea. Un piano per progre-
dire del 21 maggio 2003 [COM (284) 2003 def.], Riv. soc., 568.
Core, J. E., Guay, W. R., & Larcker, D. F. (2003). Executive equity compensation
and incentives: A survey. Economic Policy Review, 9(2003), 27.
Fernandez, A. J. (2003). La retribucin de los consejeros, in E. Bueno (dir.), El
gobierno de la empresa. En busca de la trasparencia e la conanza. Madrid, 2005,
207.
The European Approach to Regulation of Directors Remuneration 253
Ferrarini, G. (2005). Grandi paghe, piccoli risultati: rendite dei managers e possibili
rimedi (a proposito di un libro recente). Riv. soc., p. 879.
Ferrarini, G., Moloney, N., & Vespro, C. (2003). Executive remuneration in the EU:
Comparative law and practice. ECGI, Law Working Paper No. 09/2003, June.
Retrieved from http://www.borsaitaliana.it/comitato-corporate-governance/homepage/
homepage.en.htm.
Italian Corporate Governance Committee. (2014). Annual report 2014 2nd report
on the compliance with the Italian corporate governance code. Retrieved from http://
www.borsaitaliana.it/comitato-corporate-governance/homepage/homepage.en.htm.
Accessed in December 11.
Melis, A., Carta, S., & Gaia, S. (2008). Shareholder rights and director remuneration
in blockholder-dominated rms: Why do Italian rms use stock options?
Riva, P., & Provasi, R. (2015). Assessment of going concern for the Italian listed com-
panies: An empirical study. Review of Business & Finance Studies, 01/2015, 6(1),
2734.
Santosuosso, D. U. (2010). Conitti di interessi nella remunerazione degli amministra-
tori. Lattivit gestoria nelle societ di capitali. Proli di diritto societario italiano e
spagnolo a confronto, A cura di: A. Sarcina J.A. Garca Cruces, Cacucci, Bari.
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Index
255
256 INDEX