Gouvernance | Page 8

Excellent texte auquel je viens d’accéder rédigé par Yvon Allaire et François Dauphin daté du 11 août 2016 et intitulé : “Making Say-on-Pay Vote Binding: a Good Idea?” (IGOPP).

Petit extrait :

The challenge of reading and understanding the particulars of executive compensation has become far more daunting. Indeed, for the 50 largest (by market cap) companies on the TSX in 2015 that were also listed back in 2000, the median number of pages to describe their compensation went from 6 in 2000 to 34 pages in 2015, ranging all the way up to 66 pages. Investors with holdings in dozens or hundreds of stocks face a formidable task. The simplest way out is either to vote per the stock’s performance or, more likely, rely on the recommendation of proxy advisory firms (which also base their “advice” on relative stock market performance. (…)

Boards of directors, compensation committees and their consultants have come to realize that it is wiser and safer to toe the line and put forth pay packages that will pass muster with proxy advisory firms. The result has been a remarkable standardization of compensation, a sort of “copy and paste” across publicly listed companies. Thus, most CEO pay packages are linked to the same metrics, whether they operate in manufacturing, retailing, banking, mining, energy, pharmaceuticals or services. For the companies on the S&P/TSX 60 index, the so-called long term compensation for their CEO in 2015 was based on total shareholder return (TSR) or the earnings per share growth (EPS) in 85% of cases. The proxy advisory firm ISS has been promoting these measures as the best way to connect compensation to performance. (…)

At a more fundamental level, the setting of pay policies should be the preserve of the board, as Canadian corporate law clearly states. When egregious pay packages are given to executives, a say-on-pay vote, compulsory or not, binding or not, will always be much less effective than a majority of votes against the election of members of the compensation committee. But that calls upon large investment funds to show fortitude and cohesiveness in the few instances of unwarranted compensation which occur every year.

À la prochaine…

Ivan Tchotourian

Beau rapport du cabinet Weil, Gotshal & Manges LLP qui montre que la RSE ne peut plus être ignoré par les entreprises : « Governance Goes Green ».

It’s not just us tree-huggers. Increasingly, institutional investors, pension plans and regulators are calling for (and in some cases requiring) companies to assess and report on the sustainability of their business operations and investments. Climate change and other environmental concerns are at the forefront of these calls. Institutional investors are focusing on sustainable business practices – a broad category in which environmental and social risks, costs and opportunities of doing business are analyzed alongside conventional economic considerations – as a key factor in long-term financial performance. Sustainability proponents are looking to boards of directors and management to integrate these considerations into their companies’ long-term business strategies.

Éléments essentiels à retenir :

• Institutional investors increasingly regard environmental and other sustainability issues as strategic matters for companies.
• Shareholders continue to submit environmental and other sustainability proposals, successfully garnering attention and prompting companies to make changes, despite their failure to win majority votes.
• Independent organizations are developing standards for sustainability and environmental reporting to provide investors with consistent metrics for assessing and comparing the sustainability of companies’ practices.
• Sustainability and environmental reporting remains in the SEC’s sights as it evaluates the effectiveness of current disclosure requirements and considers changes for the future.

À la prochaine…

Ivan Tchotourian

En voilà une question allez-vous me répondre et pourtant… Un récent article du Harvard Business Review de Suntae Kim, Matthew Karlesky, Christopher Myers et Todd Schifeling intitulé « Why Companies Are Becoming B Corporations » aborde la question de face.

2 raisons essentielles sont identifiées :

1. First, as large established firms have ramped up their corporate social responsibility efforts, small businesses that have long been committed to social and environmental causes want to prove that they are more genuine, authentic advocates of stakeholder benefits.
2.  The qualitative evidence, gathered from firms’ B corporation application materials, revealed that certifying firms believed “the major crises of our time are a result of the way we conduct business,” and they became a B Corporation to “join the movement of creating a new economy with a new set of rules” and “redefine the way people perceive success in the business world.”

So why do certain firms (and not others) choose to identify as B Corporations? Individual leaders are partly why some organizations broaden their purpose beyond maximizing shareholder value. We might look to Sir Richard Branson, who in 2013 co-launched the “B Team,” publicly decrying corporations’ sole focus on short-term profits and calling for a reprioritization of people- and planet-focused performance. We might also consider leaders of firms like Ben & Jerry’s or Patagonia (both B Corporations) that have prioritized societal and environmental agendas.

Clearly, such leaders can be important catalysts of social change. However, the explosive growth of B Corporations seems also to be driven by broader trends and changes in the corporate landscape that cannot be explained by individuals’ actions alone.

Two of us (Suntae Kim and Todd Schifeling) conducted research to build a more robust understanding of the rise of B corporations. By qualitatively examining the internal motives of firms in the process of becoming a B corporation, and quantitatively testing key factors in these firms’ external industry environment – including the shareholder- and stakeholder-focused behaviors of their corporate competitors – we found that there are at least two major underlying reasons why firms choose to seek B Corporation certification.

À la prochaine…

Ivan Tchotourian

Un article du Financial Times (“Why it is time to curb the madness of executive pay”, 9 mai 2016) de Patrick Jenkins revient sur les contestations entourant la rémunération des hauts-dirigeants.

Earlier last week, the FT revealed that Norway’s oil fund would start making an example of companies that overpaid their bosses. In the UK, the Investment Association has asked Nigel Wilson, chief executive of Legal & General, to lead a task force on a similar issue. On Sunday, in an online debate of the FT City Network — a panel of top-rank financiers — Mr Wilson complained that the current system of executive pay was “very obviously not fit for purpose”. Participants said this was bad for shareholders, but also morally bad for society given the widening gap between executive pay and average wages. It is about time the topic gained momentum. In the US, average pay for a top chief executive is more than 300 times median salaries, according to the Economic Policy Institute. In 1965, it was just 20 times. In the UK, that multiple is now 183 times, according to the High Pay Centre.

À la prochaine…

Ivan Tchotourian

Le Harvard Business Review propose un article intitulé : « How incentives for long-term management backfire” qui prend le contrepied de la croyance voulant que les plans incitatifs basés sur la performance à long terme seraient une cause du court-termisme de la direction des entreprises.

In the five years since the advent of Dodd-Frank regulation, corporate governance groups, with their policies requiring at least half of long-term incentives to be “performance-based,” have pushed companies to replace options with multi-year, performance plans. How could anyone object to such an effort? Hardly anyone, except here is the rub: Performance plans require performance targets, and in most companies, planning works in three-year cycles. The logical performance period for long-term incentives is one that matches those cycles. Three years has thus become the standard performance window for measuring achievement.

So a three-year horizon — not even a presidential term — has inexorably become the norm for investing hundreds of billions of dollars of money aimed at creating “long term” value. With the best of intentions, many proxy advisors and long-term investors have widely blessed three years as appropriate, adopting three-year pay for performance as their standard comparison. Today, four out of five S&P 500 companies use a three-year performance period in their long-term incentives. But executives today, who are paid on this new “long term,” typically with equity based partly on earnings-per-share performance, naturally think twice about retaining earnings for projects beyond three years. Their measurements conflict with their managerial inclinations, encouraging them to use earnings booked today to immediately return cash to shareholders.

À la prochaine…

Ivan Tchotourian