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Director remuneration more aligned, but dissent grows

Chris Barnes

Nearly a third of companies in the FTSE 350 have introduced or increased shareholding requirements for CEOs. Contributor Chris Barnes, Partner and Head of Reward – KPMG. More than half of FTSE 350 businesses introduce or extend holding periods for director long term incentive plans. But, the number of significant votes against annual remuneration reports and policy reports has grown

Nearly a third of (31 percent) of FTSE 350 companies have introduced or increased shareholding requirements for CEOs this year, according to research from KPMG. The findings are part of the KPMG Board Leadership Centre’s Guide to Directors’ Remuneration 2017 report, which tracks the latest trends in executive and non-executive directors’ remuneration within FTSE 350 companies.

Median shareholding requirements have increased to 250 percent of salary for CEOs in the FTSE 100, up from 238 percent last year, although they stayed the same at 200 percent for FTSE 250.

More than a fifth (21 percent) in FTSE 100 and nearly three quarters (71 percent) in FTSE 250 introduced or increased their post-vesting holding periods for long term incentive plans (LTIP), which makes for more than half (57 percent) of businesses across the FTSE 350. Median holding period is two years.

Chris Barnes, Partner and Head of Reward at KPMG in the UK, said: “Long-term incentive plans continue to gain traction in the remuneration mix for executive directors as shareholders look for ever greater alignment between pay and long-term performance. The introduction and extension of holding periods and shareholding requirements in the listed community shows that UK plc is moving in the right direction.

“The trend will be encouraging for the Financial Reporting Council, which recently proposed a five-year lock in period for LTIPs as part of its consultation on a new UK Corporate Governance Code. While the Code is not mandatory, UK corporates appear to know which way the tide is turning.”

For the 2017 AGM season, only two companies in the FTSE 350 received majority votes against their annual remuneration report and no companies received a majority vote against their policy. Despite the general support, shareholder dissent increased on both counts compared to 2016.

Significant votes (20 percent or more) against annual remuneration reports rose slightly from 9 percent to 10 percent between 2016 and 2017. The majority of companies last put their remuneration policies to binding votes in 2014 when 5 percent received significant votes against. In 2017, 6 percent received significant votes against.

Barnes continued: “The majority of companies continue to receive high levels of support for their executive remuneration packages from shareholders. But, there was a slight increase in challenges to those agreements over the past year, which suggests that more needs to be done in reshaping remuneration policy before it meets the expectations of stakeholders. In particular, pension contributions for directors are still much higher than for average employees and the gap is widening, which will draw scrutiny from investors who contest the use cash supplements in executive remuneration.

“Typically, voting down a package is due to a lack of disclosure for targets, significant increases in base salary or when there isn’t a clear link between pay and performance.”

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