Say on pay is a term used for a rule in corporate law whereby a firm's shareholders have the right to vote on the remuneration of executives.
Often described in corporate governance or management theory as an agency problem, a corporation's directors are likely to overpay themselves because, directly or indirectly, they are allowed to pay themselves as a matter of general management power.[1] Directors are elected to a board that has a fiduciary duty to protect the interests of the corporation.[2] In large listed companies, executive compensation will usually be determined by a compensation committee comprising board members.[3] Proponents argue that “say on pay” reforms strengthen the relationship between the board of directors and shareholders, ensuring that board members fulfill their fiduciary duty. [4] Critics of the policy believe that “say on pay” does not effectively or comprehensibly monitor compensation, and consider it to be reactionary policy rather than proactive policy, because it does not immediately affect the Board of Directors. Some argue it is counter-productive because it diminishes the authority of the Board of Directors. [5] The effect of ‘say on pay’ measures can be binding or non-binding, depending on regulatory requirements or internal corporate policy as determined by proxy votes.[4]
Australian Rule
The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 introduced in the Corporations Act 2001 new sections 250R(2), 250U-V, so that if at two consecutive meetings over 25% of shareholders vote against the directors’ remuneration package, the directors have to stand for election again in 90 days. -------------------------------------------
Nobody is protecting anybody.
It's shareholders ability to tell management they are or aren't happy with Executives Remuneration. A 30% vote against should be sending a strong signal to UNS management that holders aren't happy. It then becomes does management take any notice.
Rules brought about because of the excessive pay before and during the GFC.
UNS Price at posting:
36.0¢ Sentiment: None Disclosure: Held
