Please, sir, can I have some less?
'Please sir, I'd like some less.'
IF YOU are wondering how closely listed companies watch each other when it comes to the sensitive topic of executive pay, consider announcements made this year by Australia's two biggest miners.
In February, Rio Tinto's chairman Jan du Plessis said: ''Tom Albanese and Guy Elliott have notified the remuneration committee that they do not wish to be considered for an annual bonus and I think that is absolutely right.''
A fortnight ago, BHP Billiton chairman Jac Nasser said: ''Marius Kloppers and Mike Yeager have advised the remuneration committee that they do not wish to be considered for a bonus for the 2012 financial year. The remuneration committee and the board respect and agree with that decision.''
Suddenly abstinence is fashionable.
Not only did BHP follow its rival in abandoning bonuses for its top executives due to multibillion-dollar write-downs in recently purchased assets, it also chose the same way of presenting the news.
The pitch was that forgoing the bonus was a voluntary initiative by the executives involved, an offer accepted by their grateful boards.
It forestalled the ignominy of the boards withholding the bonus payments, which would have looked more like a punishment.
In turn, the bonus announcements should improve the atmosphere at the next annual general meetings for the two companies.
Then it will be the turn of shareholders to be gracious. When the time comes to vote on the remuneration report, there will be less reason for them to take the cane to the directors.
The triggers for the sacrifices were a $US9 billion write-down in the value of Alcan, which Rio bought for $US38 billion in 2007, and a $US3 billion write-down in the value of US shale-gas assets, for which BHP Petroleum paid $US5 billion in February 2011.
Last year the bonus for Albanese, Rio's chief executive, was $US1.2 million. Its chief financial officer, Guy Elliott, received a bonus of $US989,000.
Kloppers, BHP's chief executive, received a cash bonus last year of $US2.3 million and the head of BHP Petroleum, Mike Yeager, received $US1.3 million.
BHP and Rio are not the only big companies cutting pay. This week the chief executive of BlueScope Steel, Paul O'Malley, and his counterparts at Goodman Fielder, Chris Delaney, at Platinum Asset Management, Kerr Neilson, and at ANZ Bank, Mike Smith, announced new or continuing pay restraint.
They followed the chief executive of Commonwealth Bank, Ian Narev, the head of the Coles supermarket chain, Ian McLeod, and the chairman of funds manager Perpetual, Peter Scott.
Bosses who are taking home less in 2012 in long-term incentive pay because the required performance hurdles were not met include the chief executive of the wealth management group AMP, Craig Dunn, and the chief executive of Macquarie Bank, Nicholas Moore.
It's hardly a stampede but the number of executives of large companies making a virtue of austerity is in contrast to the explosion of executive pay in the past 20 or so years.
Research published by the Australian Council of Superannuation Investors shows that in the decade to 2010, median fixed pay for chief executives in the top 100 ASX Australian companies increased 131 per cent and the median bonus increased 190 per cent.
This compared with a 31 per cent increase in the S&P/ASX 100 index over the same period.
In a small way, the recent announcements are a neat reply to the familiar refrain from prominent company directors that laws to ensure greater disclosure would only have the perverse effect of increasing pay by making it easier for executives to discover how much their peers were being paid.
Perhaps in tough times compulsory disclosure will create peer pressure of a different kind.
The context for the pay cuts is a tough global economy and a local sharemarket index that fell 11 per cent in the year to June. Another factor is the second year of new laws designed to give shareholders greater say over executive pay.
The so-called ''two strikes'' legislation came into force in July 2011 and could bite this year. During last year's annual meeting season, 23 companies in the S&P/ASX 300 index received ''first strike'' votes of 25 per cent or more rejecting the remuneration report.
If the same companies, listed in the table, receive a second-strike vote of 25 per cent or more this year, shareholders will then automatically vote on whether to go to a spill of the board.
If more than 50 per cent of shareholders vote in favour of the spill motion, another meeting must be held within 90 days when all directors must seek re-election. The threshold at the second meeting is also 50 per cent.
Shareholder advisory group Ownership Matters has been discussing remuneration with listed companies on behalf of its institutional investor clients.
Its director, Dean Paatsch, says it's too early to tell whether the pay cuts announced recently are a result of the new legislation.
''The thesis really about two strikes is that it doesn't give shareholders any more rights than they already have,'' he says. He points out that any shareholder with a 5 per cent stake already has the right to call a meeting to consider a board spill.
''What it does do is put a director's reputation on the front page of the paper, and that's the most valuable asset that a non-executive director has. Two strikes puts that at risk through media attention.''
It is common for executives of listed companies to receive a fixed salary and to be eligible for a cash bonus if short-term hurdles are met, and for shares if long-term hurdles are met.
Sometimes a cut in one of these is outweighed by a rise in another.
When it was reported recently that Commonwealth Bank was freezing the pay of senior executives, including Narev, the new chief executive, it revived memories of a similar initiative under his predecessor, Ralph Norris.
Norris cut his fixed pay by 10 per cent for the six months to December 2009 ''during the worst of the global financial crisis'', CBA said in its annual report.
However, the impact of this cut, which resulted in Norris' fixed pay falling from $3.3 million to $3.1 million in the year to June 2010, was swamped by increases in the value of various share-based payments Norris was entitled to under long-term incentive plans previously approved by shareholders.
His total remuneration in the year to June 2010 rose from $9.2 million to $16.1 million.
Paatsch says that while the recent sacrifices of short-term bonuses by Albanese and Kloppers are ''more than symbolic'', the pair have done well in the past year under their long-term share schemes.
When the Rio annual report was released in March, it emerged that Albanese's total remuneration in the year to December rose.
His fixed salary increased from $US1.4 million to $US1.6 million. His cash bonus fell from $US1.2 million in 2010 to zero, as du Plessis had announced in February. The value of shares he was awarded under long-term plans rose from $US3.7 million to $US4.6 million.
After adding superannuation, his total remuneration for the year was $US8.62 million, up from $US8.36 million in 2010.
BHP, which has a June balance date, reports its full-year results next week.
Paatsch says the bonus sacrifices ''have got people talking … but what's not remarked upon is that the [long-term incentive plans], which were issued at a time when the share price was on its knees have all been paid out''.
Like Albanese, ''Kloppers as well has a substantial amount of equity that's vested in the last year,'' he says.
The share awards are based on plans, approved by shareholders three to five years ago, that the executives would receive shares if the company outperformed a peer group of other large companies.
Mike Hogan, a partner of the accounting firm Ernst & Young, advises listed companies on remuneration.
He says his clients are focusing more than they used to on explaining their remuneration policies.
''It's no longer just a regulatory or compliance issue; increasingly it's an engagement tool as well,'' Hogan says.
He says the change is not so evident in relation to long-term incentives offered to executives, typically in the form of shares.
The long-term hurdles are easily identifiable measures, such as growth in earnings per share or improvement in total shareholder return.
However when it comes to short-term incentives, usually cash bonuses, ''there are areas where the board does need to apply its judgment and they do so'', Hogan says.
''The long-term incentive tends to take care of itself because it is typically objectively quantifiable. It's the short-term incentive that's really the focus for institutional investors and the shareholder advisory bodies.''
Some companies are publishing charts linking the company's performance to executive pay. Others are writing explanations.
He says increases generally in fixed salary have been ''very, very constrained, consistent with the broader market''.
When it comes to bonuses: ''If the performance is there and the outcome is there then they will get paid something; if the performance is not there, then they won't.''
He says it's too early to judge the impact of the new legislation. ''Nobody's keen to get a strike and, I imagine, nobody's keen to get a second strike,'' he says.
An example of the new tone from listed companies is Thursday's announcement of a 16 per cent drop in annual net profit from funds manager Platinum Asset Management.
At last year's annual meeting, 3.86 per cent of shareholders voted against the remuneration report.
''Despite the low 'no' vote … the company has taken the opportunity to better explain the basis and structure of remuneration paid to its key management personnel ,'' Platinum's chairman, Michael Cole, told shareholders on Thursday.
He highlighted that in the year to June there had been no increase in base salary paid to any of the key personnel, only two of the six received a bonus in 2012, there were no options granted or exercised during the year, and ''the managing director waived his right to receive a bonus in 2012, and this has been ratified by the remuneration committee''.
Shareholders had to read further into the report to see that the managing director, Kerr Neilson, had also forgone a cash bonus last year.
That gesture went unremarked by Cole in the 2011 results announcement.
Neilson's main return from Platinum is not his $448,000 remuneration as managing director, but the dividends he receives as the owner of 57 per cent of the company.
The final dividend of 13¢ per share announced on Thursday was 2¢ lower than last year's second-half dividend, but that is an outcome Neilson shares with all shareholders.
The role of directors who are also owners of large stakes in public companies could affect the outcome if there are any second strikes this year.
When the gaming company Crown suffered a 55 per cent vote against its remuneration report last year, chairman James Packer said the new law would leave the company in a ''farcical position'' because he would use his 46 per cent stake to support the sitting board.
Under the new rules, shareholders associated with a recipient of remuneration are not allowed to vote on the adoption of the remuneration report, either at the first strike or the second strike.
Nor, if there are two votes against the report of more than 25 per cent, can they vote on the automatic resolution to call another meeting to consider a board spill.
However, they are allowed to vote if the second meeting proceeds and all directors are forced to seek re-election.
The likelihood that even two strikes against companies with owner-directors will not lead to a change in remuneration has led to some criticism of the new regime.
Another argument commonly raised by directors and executives is that the two-strike regime can be abused by a shareholder who wants to spill the board for reasons unrelated to remuneration.
In a note to clients last week, law firm Minter Ellison warned opponents of the new system that if it was ''seen to fail'' it could be replaced by something more draconian.
The note's author, lawyer Nicola McGuire, says the concern being expressed by companies is that even if a spill motion were not guaranteed to succeed, a dissident shareholder with 20 to 25 per cent could force negotiations on changing the composition of the board merely by threatening to vote against the remuneration report.
McGuire says if such concerns persuade a future Australian government to change the regime, recent reforms in Britain are likely to be closely examined here.
''The UK has put a binding vote into place, rather than the Australian advisory vote that then leads to a board spill,'' she says.
From October 2013, British remuneration reports will be split in two. Future pay arrangements will be put to a binding vote of shareholders, with a 50 per cent voting threshold.
''If they don't approve the resolution, the remuneration has to be in accordance with a previously approved policy until the new one is approved,'' McGuire says.
A second part of the report, relating to how the pay policy has been implemented in the year just passed, is only subject to an advisory vote.
The contents of this part of the report must adhere to new rules designed to make executive pay more transparent.
It must contain a single figure of remuneration for each director, and a chart comparing company performance and chief executive pay.
McGuire says the main aim of the UK politician overseeing the reform, business secretary Vince Cable, was to enhance communication between management and shareholders.
Not all the recent announcements of abstinence are aimed only at shareholders.
The chief executive of uranium miner Paladin Energy, John Borshoff, said this week he was likely to accept another 12 months on reduced pay after taking a 25 per cent pay cut in November.
While acknowledging the cut last year was a response to investor concerns, Borshoff also said it was good for staff morale.
Nor are all the pay cuts linked to poor performance.
When Wesfarmers reported an 11 per cent increase in its annual profit yesterday, there were plaudits all round for the head of its Coles supermarket subsidiary, Ian McLeod.
In June Wesfarmers shareholders learnt that the chairman, Bob Every, had persuaded McLeod to sign a new contract to take effect from July 2013 at much less than half his current pay.
In the year to June 2011, McLeod's total pay was $15.6 million, including $11 million in short-term share awards. From next year his total pay could be in the region of $5 million to $6 million.
Paatsch says: ''Ian McLeod is one out of the box in the sense that his initial package was so incredibly generous that this is simply a return from the stratosphere to high altitude,'' he says.''The only way from there was down.''