A bill that seeks to give shareholders more influence in
setting
compensation levels for corporate executives was approved by the House
of Representatives on Friday, April 20, but faces cloudy
prospects.
The House passed the bill 269-134, with 55 Republicans
joining 214
Democrats in support of the legislation. It was opposed by 129
Republicans and five Democrats.
The bill would allow shareholders to cast an annual
nonbinding
advisory vote on executive compensation packages. It also would allow
a
nonbinding vote on “golden parachute” pay arrangements when a company is in
negotiations to be bought or sold.
Although it sailed through the House, there is no similar
bill
percolating in the Senate. In addition, the Bush administration opposes the
measure.
Proponents say the legislation addresses what they call
runaway
executive pay. In recent months, individual CEO compensation totaling
hundreds of millions of dollars has generated controversy about the
chasm
between executive remuneration and that of middle- and
lower-level
employees.
It also has raised concern about CEO pay consuming resources
that
could otherwise be used for business investment.
“This is a bill to further the workings of the capitalist
system of the United
States,” said Rep. Barney Frank,
D-Massachusetts and chairman of the House Financial Services Committee, during
the House floor debate. “All we say is this: The shareholders own the companies,
and we believe the shareholders should be allowed to vote.”
The Bush administration argues that executive pay disclosure
rules
promulgated by the Securities and Exchange Commission, which went into
effect this year, should be given a chance to work. It also says
corporate
boards and their compensation committees have become more
independent.
“Recent enhancements in corporate governance and disclosure
have
strengthened the executive compensation decision-making process of boards
of directors,” the administration said in a statement.
Frank praises the SEC disclosure requirements and says that
his bill
enhances them.
“The SEC has said that it does not have the power to go
further and
compel corporations to allow the owners to vote,” he said. “Our bill
simply does that.”
Both the White House and House Republicans argue that the
bill
represents a federal intrusion into the compensation
process.
“It mandates, it requires, it obligates every publicly held
corporation in this country to take a vote on its top executives,” said
Rep.
Spencer Bachus, R-Alabama and ranking member of the House
Financial Services
Committee.
Several Republican amendments were voted down. They included
measures that would exempt the shareholder vote requirement for
companies whose
boards are elected by majority vote and for companies
whose executive pay does
not exceed by 10 percent or more the pay at
comparable firms or across the
industry.
Another amendment would have required the SEC to study
whether a
shareholder vote would hurt a company in recruiting
executives.
Republicans tried to avoid being labeled as defenders of
burgeoning
executive salaries.
“I’m all in favor of the shareholder vote, if it’s done
without the
mandate from Washington,” said Rep. Tom Price,
R-Georgia.
A company in Price’s state, insurer Aflac, has voluntarily
instituted shareholder voting on pay.
Frank rejected the idea that the bill would be a burden to
corporate
America.
“We made an effort to make this bill minimally intrusive,” he
said.
“The shareholders own the company. They are the market. All this bill does
is empower them.”
Democrats also asserted that a shareholder vote on pay would
help
rein in excesses that infuriate the average employee, whose real wages have
generally stagnated or grown slowly.
“The American worker is not getting enough credit for the
growth of
the American economy,” said Rep. Brad Miller, D-North
Carolina.
—Mark Schoeff
Jr.