Investor research firm RiskMetrics plans to increase its scrutiny of poor
executive compensation practices among corporations next year and for the first
time focus specifically on weak disclosure of compensation.
According to RiskMetrics’ revised policies for the 2008 proxy season,
companies should disclose retrospective performance targets to allow
shareholders “to better assess bonus plan results and not just rely on vague
references to performance outcomes.” RiskMetrics now wants public companies to
write the compensation discussion and analysis sections in their regulatory
filings more clearly.
Rules passed last year by the Securities and Exchange Commission require
companies to disclose how they set executive pay, but agency staffers have found
that many public companies are not adequately disclosing such procedures.
Formerly known as Institutional Shareholder Services, RiskMetrics is also
adding examples of “best pay practices,” such as severance agreements that
exclude excise tax gross-ups, and has expanded its consideration of “poor pay
practices” to include perks to former executives and excessive disparity between
the pay of a company’s CEO and CFO.
RiskMetrics rates public companies based on executive pay, shareholder value
and governance benchmarks, among other measures. The group also often recommends
specific proxy proposals based on whether a company has a good grade or a poor
one.
RiskMetrics has also set up five global principles on say-on-pay proposals,
including the clear disclosure of executive pay arrangements and the use of
independent compensation committees. It expects the first management proposal
for a shareholder vote on executive pay programs to appear on a ballot in
2008.
Filed by Nicholas Rummell of Financial Week, a sister publication of
Workforce Management. To comment, e-mail editors@workforce.com.