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Governance Insight Alert: Tata Motors Limited and 19 other companies

Shareholders at India’s Tata Motors Limited (NYSE:TTM, NSE: TATAMOTORS) delivered a rare rebuke to the company last Thursday, July 3, voting against remuneration provisions for three top executives, Ravindra Pisharody, Karl Slym and S Borwankar. While a majority (70 percent) of shares were voted in favor of management, support failed to reach the 75 percent […]

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Governance Insight Alert: Alexandria Real Estate Equities and 19 additional companies

REIT Alexandria Real Estate Equities (ARE) holds the unwanted distinction of having receiving the lowest say-on-pay support received by any U.S. company – at its 2013 annual meeting, a mere 9 percent of shares were voted in favor of its pay program. Shareholder dissent was driven by the combination of lackluster stock performance with very […]

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Nell Minow Interviews Broc Romanek of The Corporate Counsel

Broc Romanek of the comprehensive, insightful, and influential Corporate Counsel was kind enough to talk to me about his thoughts on “say on pay.”    What have shareholders learned from two years of “Say on Pay?” It obviously will depend on each shareholder but the main lesson is how to manage the enormous logistical nightmare of […]

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Janus Capital Group Inc. Reduces Pay after Failed 2011 Advisory Vote

By Greg Ruel- Research Associate In April 2011, Janus Capital Group received just 40.12% support from shareholders on executive compensation plans. Indeed, only two companies of those required to hold an advisory compensation vote last year received less support than Janus Capital: Stanley Black & Decker (37.95%) and Constellation Energy Group, Inc. (38.04%) . The […]

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Eugene Isenberg Forfeits $100 Million in Severance at Nabors Industries Ltd.

by Greg Ruel- Research Associate Nabors Industries Ltd. announced in a release this morning that chairman Eugene Isenberg voluntarily terminated his employment agreement entitling him to a $100 million termination payment. A payment he stood to received due to a "change in responsibility" marked by his stepping down as CEO and chairman to the role […]

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Say on Pay Votes Getting Teeth in the U.K.

By Greg Ruel- Research Associate The word "non" has been removed from "non-binding shareholder vote" in the latest attempt to curb rising executive compensation. Not in America, we aren't there yet, but an article in today's Financial Times lays out some of the terms proposed for a binding shareholder vote on executive compensation in the […]

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Consecutive Say on Pay Fail Votes at Hemispherx Biopharma

By Greg Ruel- Research Associate Pharmaceutical company Hemispherx Biopharma included an advisory vote on executive compensation with proxy materials for a second straight year. The proposal was not required as the micro-cap company was not large enough to qualify for mandatory advisory voting in 2011 under Dodd-Frank. In the most recent Hemispherx proxy statement, released […]

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Say-on-Golden Parachute at Kinetic Concepts

By Paul Hodgson – CCO and Senior Research Associate Severance payments are a key metric in ratings for old GMI, for The Corporate Library, and on the Executive Pay Scorecard. It is clearly key under Dodd-Frank too, since they mandated a “say on golden parachute” vote at the time of any kind of transaction that […]

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Forty Percent of Management Teams Backing Triennial Say on Pay Voting

By Greg Ruel – Research Associate  While it has already been widely reported that shareholders are in favor of an annual say on pay vote, management teams were less inclined to make that recommendation in 2011.  In an examination of 2,175 American companies covered by GMI who undertook the say on pay frequency vote this […]

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Nabors Industries Ltd. Among Latest of 35 Failed Say-On-Pay Votes

By Greg Ruel, Research Associate Exploring the link between pay and performance is certainly an ongoing process. In this inaugural year of mandatory say on pay votes for American companies, GovernanceMetrics International (GMI) developed a tool to screen compensation policy, rating companies a low, average or high concern. As of June 15, GMI had published […]

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Of course, it’s the members of the compensation committee!

By Paul Hodgson – Chief Communications Officer We’ve been saying for some time that excessive tenure for directors tends to compromise their independence; in fact, it’s one of our key metrics for board accountability. But, thanks to Stephen Davis and Jon Lukomnik and their thoughtful column for Compliance Week , long tenure for directors can […]

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Nay on Pay looming large

I keep trying to blog on this but then there’s another couple of majority no votes on say on pay and I have to recalibrate. Slow down, can’t you? It’s out of control. But I did a search of the management and shareholder proposal database maintained by The Corporate Library (a GovernanceMetrics company). This showed that […]

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The Nays on Pay continue to file in

Now, MDC Holdings and Janus Capital have both announced that they failed to win majority support for their executive compensation policies. I’m pleased to note that Janus Capital – one of the few S&P 500 companies to have received a nay on pay – was rated a high concern in its GovernanceMetrics International Executive Pay […]

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Common Thread in Nays on Pay?

A journalist asked me the other day whether there was a common thread running through the negative votes against Say on Pay this year. I said no. Each company has received a no vote majority for very different reasons. Then I put the phone down and realized that there was a common thread. ISS. One […]

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GE? Who said Say on Pay wasn’t going to make a difference

The announcement yesterday that GE would retrospectively apply performance conditions to stock options awarded in March 2010 as a result of “constructive conversations with our shareowners” is another sign that even the threat of defeat in a Say on Pay vote can effectively change compensation policy. GE has awarded performance stock units to CEO Immelt […]

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Executive Pay Scorecard shows increased concerns

We just published a Preliminary Report looking at the first 100 Executive Pay Scorecards today. One of the major findings came from a matched sample analysis which showed that a third of companies saw their concern level increase (from either low to average or average to high, roughly 50 percent each). On the other hand, […]

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Shuffle Master may want to change its name to Shuffle CEO

Wait for it, wait for it, I’ll explain. Was four CEOs in 12 months enough to make shareholders want to vote no in a Nay on Pay vote? Shuffle Master became the fourth in the series of companies to receive a majority vote against its Say on Pay resolution, with the results announced last week, […]

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Proxy Season Foresight #3 (From remarks for a BSR webinar 16 March)

As I said last week, the two big items on the governance proposals front this year are, somewhat unusually, management proposals: the advisory vote on executive compensation, and the advisory vote on the frequency of the advisory vote These are better known as Say on Pay and Say When on Pay (whoever came up with […]

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Hewlett-Packard latest company to feel the heat of a Say on Pay defeat

Or The case of the missing 2 percent (and I’m not talking about milk’s fat content) It looks like Hewlett-Packard’s shareholders just shot down the company’s pay policies, though it could be a draw. It has been announced that 50 percent voted ‘nay’ and 48 percent voted ‘ay’. No one seems to know what happened […]

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Proxy Season Foresight #2 (from remarks for a BSR webinar 16 March)

The two big items on the governance proposals front this year are, somewhat unusually, management proposals: the advisory vote on executive compensation, and the advisory vote on the frequency of the advisory vote These are better known as Say on Pay and Say When on Pay. So let’s deal with Say When on Pay in […]

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