Help With Say on Pay

Towers Watson launched an online survey tool to help companies better understand their shareholders’ views and perceptions on their executive compensation programs.

Dodd-Frank requires publicly traded companies to conduct periodic shareholder votes on their executive pay programs, including how often to conduct say-on-pay votes. In preparation for the say-on-pay era, many companies are trying to engage their key shareholders in a dialogue about executive compensation and related issues. According to Eric Larré, a Towers Watson consulting director who spearheaded the survey’s development:

For most U.S. companies, giving shareholders a say on pay will be a new experience when the 2011 proxy season arrives.  And most companies are still trying to determine how to address the shareholder engagement process. This survey offers shareholders an easy way to express specific views that Congress and the SEC determined they were entitled to communicate via the proxy process.

The Towers Watson online survey tool allows shareholders to complete a questionnaire and provide their views on a wide range of executive compensation programs and issues including pay philosophy, performance measurement, pay levels, governance and shareholder preferences regarding the frequency of future say-on-pay votes. The questionnaire consists of both multiple-choice and open-ended questions. Companies receive a detailed report summarizing shareholders’ responses, including an analysis of differing views of shareholders and what percentage of all company shareholders the respondents represent. Said Larré:

Many companies are concerned about say on pay, and want to avoid the embarrassment and reputational damage resulting from negative or less-than-favorable shareholder votes on their pay programs. They are also concerned that the actual proxy voting process, which allows only for a yes or no vote, will provide little insight into shareholder views of a company’s program and the hot buttons that can spark negative votes. Our survey is a simple, cost-effective way for companies to engage with key shareholders and gain the insight needed to help enhance shareholder support for their pay programs. The institutional investors we consulted in developing the survey are also looking for an efficient way to make their views and concerns known, so this survey tool benefits everyone involved in the process.

Of course, the survey is designed to help companies gain more shareowners support for say on pay votes but I believe its development signals a shift and I expect many more such tools designed to increase communication between boards and shareowners. (Fact Sheet) Hat tip to Gary Lutin’s Shareholder Forum for bringing this new to our attention.


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