Due to a significant number of large company scandals and collapses internationally in recent years, for example, Robert Maxwell, Royal Bank of Scotland (RBS) in the UK and Lehman Bros, WorldCom in the US. These has raised an attention to the importance of corporate governance. According to the definition of “Corporate Governance” by The Economic Times (2009). It is “Corporate governance refers to the set of systems, principles and processes by which a company is governed. They provide the guidelines as to how the company can be directed or controlled such that it can fulfil its goals and objectives in a manner that adds to the value of the company and is also beneficial for all stakeholders in the long term.” The main purpose of corporate …show more content…
Therefore in 2012 the government introduced the Enterprise and Regulatory Reform Act in order to subject shareholders a binding vote on executive pay. With this power, shareholders can hold companies to account and hence companies need to get shareholders’ approval before making payments to executives. Therefore, shareholders will have a clear mind on director’s remuneration policy which will set out how the company proposes to pay director in order to ensure the relationship between director’s pay and company performance. It requires more than 50% of shareholders to pass the policy, otherwise it will go back to last approved policy. In order to administrate the company effectively, a balance is needed to be taken between investor’s expectation and executive’s incentive to work. Hence, this essay will discuss whether shareholders should have a say on Executive Compensation in the UK context. The following will discuss several reasons that shareholders should have a say on executive pay.
Firstly, The Walker Report in 2009 suggests shareholders to be more active to protect their interest by taking more actions to exercise director’s control such as attending the annual general meeting and vote as they wish. As they are the owner of the company, they have the rights to know what the company is intent to do and also the reason shareholders invest, is to share the profit in the company. According to Burns and Minnick (2011), giving
Phenomenal growth of interest in corporate governance has emerged in recent years. The body of literature on the subject has grown markedly in response to successive waves of large corporate failures. Furthermore, there have been numerous attempts to define what constitutes ‘good corporate governance’ and to provide guidelines in order to enhance the quality of corporate governance.
The article is written to help readers gain a solid understanding the roles of corporate governance, both inside and outside the company. Its goal is simply to impart information, not make claims or arguments on its own. I will be judging it mainly on the sources gathered, numerous examples and explanations given and the overall effectiveness it possesses in effectively communicating its ideas.
Executive compensation has come under increasing scrutiny in recent literature in the wake of the growing publicity surrounding managerial failures and executive self-interest. Financial experts have long been examining the problem of aligning the performance of executives with their salaries and benefits. Public discontent with the visible top-heaviness of the compensation structure has brought this issue into the spotlight throughout the business world. Experts point to the flaws of traditional payment schemes and offer a number of different solutions. Shareholder value and the success of the firm can be significantly affected by executive performance. Hence, understanding
The main foundation of executive compensation has not changed, it is designed to attract, inspire, motivate and in the end retain the superior talent in the management world. In 2008 a government fund TARP was “created to purchase troubled assets from financial institutions” (Bruvik & Whitney Gibson, 2011, p. 79). TARP funds put restrictions on executive compensation by; restricting paying out bonuses, limiting the “Golden Parachutes”, denial of benefits and used clawbacks if executive compensation was based on misleading statements (Bruvik & Whitney Gibson, 2011). In order to receive TARP funding, firms have to practice the US mandatory “Say on Pay” which was implemented in January 2011. The United Kingdom has also implemented the “Say on Pay” concept. The “Say on Pay” is a concept that “shareholders should be given a nonbinding vote on board of director’s
Corporate governance is a set of actions used to handle the relationship between stakeholders by determining and controlling the strategic direction and performance of the organization. Corporate governance major concern is making sure that the strategic decisions are effective and that it paves the way towards strategic competitiveness. (Hitt, Ireland, Hoskisson, 2017, p. 310). In today’s corporation, the primary objective of corporate governance is to align top-level manager’s and stakeholders interest. That is why corporate governance is involved when there is a conflict of interest between with the owners, managers, and members of the board of directors (Hitt, Ireland, Hoskisson, 2017, p. 310-311).
Proposals that shareholders should have a greater direct say over managerial remuneration have been a by-product of the concerns expressed. debate on this point, however, has been largely speculative.
Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to
As of October 2013 the ‘Enterprise and Regulatory Reform Bill’ was amended by parliament under the proposal of Vince Cable , the new powers gave shareholders a binding vote on executive compensation , this meant that any changes in executive pay required a 50% shareholders approval. Before this shareholders votes on such matters were advisory , this meant even if there was a vote against executive pay they could still be increased regardless. This is significant as it shows a change in peoples perception on the role of shareholders within a company and leads to the point if this is correct.
In the present days, corporate governance law is ultimately important and is influential. Particularly, the executive pay has long been a topic of interest among the legal profession for many years. As the companies need to attract the director who has skills and experience to manage the company’s resource and make profit for the company, offering high remuneration to the director could incentivize them to use maximize proficiency and experience to control the company and not to use the company’s resources to benefit themselves. Therefore, it can be argued that the remuneration for executive directors is an important factor to attract the person with the right skills to control the company. However, the executive
Corporate Governance is the set of relationships between a company’s shareholders, board, the executive management and other stakeholders. The conflict of interest between these parties has resulted in what is called the agency problem, which arises from the separation of ownership and control at a corporation. Good corporate governance practices attempt to resolve the agency problems by aligning the interests of managers and shareholders. The same corporate governance is not followed by all countries; it differs according to the culture, practices, legal, and history, economic and social environment. Each company follows its own procedure for governing on the lines of the model given by the country. Corporations today have laid down the policies of CG in their own manner as a result of which an important question is whether standard CG can be established and achieved at a global level. In each country, the corporate governance structure has certain characteristics or constituent elements, which distinguish it from structures in other countries. CG component factors can be classified into three groups those related to top management organization, the board as whole or shareholders, and stakeholders.
Executive compensation keeps a highly controversial for recent years, with more credit crisis appears in companies, the action of shareholders’ vote on directors payment get more acception. The new reform act 2013 in the UK gives firm’ owners more power and influence to shape managers’ pay. In fact, this act is not only popular in the uk, also sprung up in other European countries, Australia and USA. In this essay, I will focus on discussing the relation between UK shareholder voting and executive pay. As for shareholders have a binding vote on executive compensation, I think the negative effects overweigh the positive ones. In the following paragraphs, I am gong to describe the benefits and harms.
Agency theory presumes that shareholders will employ CEO’s who work to achieve shareholder objectives, but also suggest that agents avoid risk, are egoistic and may have their own agenda. Shareholders struggle to control CEO’s who generally have deeper knowledge of the business and can direct company resources to meet their objectives. To help align objectives, shareholders should monitor CEO activities and establish incentives that encourage the achievement of shareholder objectives. Since shareholders lack full transparency within the company, they must rely on incentives that relate to visible results
Ten years ago, corporate governance was still in the concept stage. There wasn’t a lot of information about corporate governance. After some big corporate failure that hit the economy, it has become obvious that corporate governance matters. After the collapse of Enron,Wordcom,..a new regulation was born (Sarbanes Oxley).The law was implement to increase transparency and to promote integrity and accuracy inside the companies.
This report provides an in depth analysis of RBS’s corporate governance failure, in order to provide the reader with the appreciation of the key role that corporate governance plays in successful businesses and in social welfare. The RBS scandal is a perfect illustration of weak corporate governance and failure of checks and balances by the required institutions which inflates from the UK government to Auditing companies. The main objective of such report is to directly address the RBS corporate governance scandal which affected a large portion of the UK economy in 2008. By doing so the writer applies relevant corporate governance theories, as he finds appropriate. In 2007, RBS stood as one of the ecosphere’s greatest
Any model of corporate governance will have benefits and costs, but in the case of shareholder primacy the costs outweigh the benefits. To address the costs of shareholder primacy, there needs to be a shift of concentration of managers’ efforts from performance of the company on a stock market towards the attainment of real value. Increase in the stock price of a company is