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Apr 29, 2012

WEBINAR: Say on pay still a major concern for companies

What have governance professionals done differently this year to engage shareholders?

A Corporate Secretary webinar reveals that some 38 percent of governance professionals are still concerned about say-on-pay this proxy season.

The recent action by shareholder to get heavyweight investment bank Goldman Sachs to change its board structure, Citigroup’s 55 percent vote against a pay rise for CEO Vikram Pandit, and General Electric’s 47.5 percent vote to make corporate change without calling a special meeting, make it clear that shareholders are no longer willing to remain silent - and that say on pay will continue to dominate this year’s proxy season.

The webinar, entitled How proactive governance can protect, you, your board, your company & your brand, sponsored by shareholder communications firm Laurel Hill Advisory Group, identified the best practices, strategies and tactics companies can use to protect themselves in a shareholder-centric world.

While 38 percent of respondents are concerned about say on pay, only 9 percent are focusing on succession planning disclosures.

‘These results are surprising,’ says panelist Ning Chiu, counsel at the law firm Davis Polk & Wardwell. ‘Given the state of the economy right now, stock prices and concerns over the continuing economic downturn, there are a lot of companies with not as great shareholder returns.

‘Companies need to understand that succession planning, director elections, proxy access and political contribution/lobbying disclosures can occur and become problematic for a company,’ says Francis Byrd, senior vice president and corporate governance risk practice leader at Laurel Hill.

Another poll question asked what governance professionals are doing differently this year to engage shareholders. Roughly 30 percent have not implemented new measures to foster dialogue with shareholders, while 17 percent have either sent more emails than in the past or held more face-to-face meetings with shareholders.

‘There would be situations where no matter how much you advocate for your position investors aren’t going to be happy,’ say Chiu. ‘So, we are pushing for everyone to proactively engage with shareholders because it is important this proxy season.’

Click here to listen to a full version of the webinar.






Aarti Maharaj

Aarti is deputy editor at Corporate Secretary magazine