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Opinion

Cable to board

Cable to board
June 20, 2012
Cable to board

I should confess that deadline requirements entail me front-running Vince Cable's actual statement in parliament by a couple of hours, but the advance publicity is so comprehensive that I don't think I'm sticking my neck out very far. So, apart from any flourish Vince has reserved for himself, we will now get a) binding shareholder votes on future pay every three years, b) annual reports containing a single figure for each director's pay - rather than it being set out confusingly, and c) financial payouts for departing directors will have to be set and publicised in advance. All useful as far as it goes.

Nevertheless, d) there's an elephant in the room. These changes are meant to empower shareholders. But to consider them a serious advance in corporate governance overlooks the fact that shareholders could already have all these things if they wanted them.

Ten years ago the Labour government forced companies to stage the advisory vote. Now it is to be a binding vote. But what is the point, if they always vote in favour unless a real chancer like Sir Martin Sorrell is in the frame? The vote at WPP last week was all very well but it cannot obscure the fact that over 99 per cent of all FTSE-100 pay votes over the last ten years have gone in favour of the management. We do not need management to adhere to shareholder votes. We need shareholders to vote against.

Shareholders might get uppity when the Sir Martins of this world queue up for tens of millions of pounds, but when Mr Average Boss sticks his hand out for single figure millions, well that's alright. And it's alright because Mr Average Fund Manager (and more importantly, Mr Average Fund Manager's boss) is plugged into the same pay system as the FTSE bosses, which is basically to pay senior management very well and the top management above them outrageously well.

Companies are owned and - ultimately - run by shareholders. Owning the shares entitles them to determine the Articles of Association. Shareholders do not need new legislation from this government or any other to exercise absolute control over every aspect of director pay. It would be open to Blackrock, Fidelity, the Pru, the BT Pension fund and all the other shareholders - if they could agree on it - to determine without reference to the government to have binding votes on director pay, single figure pay disclosure, pre-set departure terms and indeed on the biscuits served at board meetings.

But they don't agree on it. A majority of shareholders do not want to exercise these powers and they cannot be made to. Not, at least, via any procedure which regards institutions as legitimate vote-holding shareholders.

A discussion of this issue on the Today Programme kicked off with a reminder that in 1994 the then chief executive of British Gas was excoriated after being given a pay packet of £475,000 a year - one tenth of the average 2012 pay of FTSE chief executives. I remember "Cedric the Pig" as he became known well. His story landed on my desk at the Investors Chronicle. I felt he had a bad press. But after watching the succeeding 18 years of grasping self-interest, I cannot rustle up a shred of empathy for any FTSE boss whose pay is ahead of his share price. Which is surely every single one of them.

The Today discussion was disappointing. Of course no-one would expect anything other than reassuring balm from John Cridland of the CBI: the few cases of directors being paid more than they were worth would now become visible via the exposure of their pay as a single figure; the legislation will demonstrate who is ultimately in charge - the shareholders. All very lip service.

Evan Davis and Sir Mike Darrington, the former boss of Greggs, were more dubious, the latter pointing out that board remuneration committees were just too close to chief executives ever to get hard-nosed in negiotiating pay with them. Evan Davis made the same point about shareholders as set out above: they could make these votes binding without any assistance from the government.

But neither made what for me is the most obvious conclusion: there is no point in making the votes of these shareholders binding, because they are only shareholders in a nominal sense. They are in fact stewards for the true owners - you and me. They will not vote in owners' interests. They will only vote in stewards' interests.