Panamah
02-19-2009, 03:38 PM
Heard something earlier in the week to describe how crazy CEO compensation is. First off, they suffer no punishment for risky behavior that doesn't pay off. They still get their large, bloated compensations. But they do get additional compensation (outsized bonuses) if they behave in risky behavior that does pay off. Pretty sweet set-up.
Next is this: "The grave yards are full of irreplaceable people".
Elliot Spitzer writes a fine article spelling out how to cure this madness without getting the government too involved.
http://www.slate.com/id/2211481/
Snippet
Fixing the compensation debacle will require addressing the behavior of three groups: compensation consultants hired by boards, compensation committees, and, most importantly, institutional shareholders. These groups must rise up and reclaim power from a system that is now dominated by CEOs. Real progress will result not from an essentially arbitrary rule imposed by government but from a rejuvenated system of corporate governance with shareholders—the owners—having an adequate say.
Let's start with the compensation consultants. The underlying structural problem has been that compensation consultants have shown greater allegiance to the CEO than to shareholders. And no wonder: CEOs have played too great a role in selecting the consultants, and the consulting firms are often part of larger organizations performing other contracts for the company that the CEO could terminate. The fix is evident: Create a special shareholder committee to select the compensation consultant. And require these consultants to be stand-alone companies without any possible ancillary business relationships with the company that hires them. If this were done, it would be amazing to see how quickly the severance packages and parachutes would shrink. CEOs would be paid like other workers—for doing their jobs and fulfilling their fiduciary duties. They wouldn't be paid for the illusory concern that the company would collapse in their absence. Most compensation negotiations begin with the premise that the particular CEO is irreplaceable. But, as de Gaulle wryly observed, the graveyards are filled with indispensable people.
There should also be a simple rule relating to compensation committees of boards: Those who participate must be totally independent of the CEO. No conflicts, direct or indirect, should be permitted. They must have no other common board memberships, no overlapping charitable causes, no shared social clubs. Nor should compensation committee members be CEOs or executives of any rank whose own pay will in any way be measured against the pay of the individual whose pay they are setting. Most importantly, shareholders should vote directly on the constituency of compensation committees. It has become all too easy for boards to give away "other people's money" without having to answer to shareholders. Shareholders should vote every member on or off the committee and be able to propose members directly, while the CEO should have no role whatsoever in proposing membership of the committee.
Finally, and most important, it is time to realize that CEO pay is essentially the responsibility of shareholders: If they are willing to tolerate waste, they should pay the price. So, where have shareholders been? The sad truth is that corporate governance is broken because shareholders have let management run roughshod over them. But just as in politics, the power of the vote can reclaim these rights. So, here is a simple proposal: Make senior-executive pay a matter of shareholder vote. Not the "nonbinding" votes that are all the rage. Make them subject to a real up-or-down vote. Give shareholders power again. Force executives to appear in front of their employers and explain why they deserve the packages they are offered.
Next is this: "The grave yards are full of irreplaceable people".
Elliot Spitzer writes a fine article spelling out how to cure this madness without getting the government too involved.
http://www.slate.com/id/2211481/
Snippet
Fixing the compensation debacle will require addressing the behavior of three groups: compensation consultants hired by boards, compensation committees, and, most importantly, institutional shareholders. These groups must rise up and reclaim power from a system that is now dominated by CEOs. Real progress will result not from an essentially arbitrary rule imposed by government but from a rejuvenated system of corporate governance with shareholders—the owners—having an adequate say.
Let's start with the compensation consultants. The underlying structural problem has been that compensation consultants have shown greater allegiance to the CEO than to shareholders. And no wonder: CEOs have played too great a role in selecting the consultants, and the consulting firms are often part of larger organizations performing other contracts for the company that the CEO could terminate. The fix is evident: Create a special shareholder committee to select the compensation consultant. And require these consultants to be stand-alone companies without any possible ancillary business relationships with the company that hires them. If this were done, it would be amazing to see how quickly the severance packages and parachutes would shrink. CEOs would be paid like other workers—for doing their jobs and fulfilling their fiduciary duties. They wouldn't be paid for the illusory concern that the company would collapse in their absence. Most compensation negotiations begin with the premise that the particular CEO is irreplaceable. But, as de Gaulle wryly observed, the graveyards are filled with indispensable people.
There should also be a simple rule relating to compensation committees of boards: Those who participate must be totally independent of the CEO. No conflicts, direct or indirect, should be permitted. They must have no other common board memberships, no overlapping charitable causes, no shared social clubs. Nor should compensation committee members be CEOs or executives of any rank whose own pay will in any way be measured against the pay of the individual whose pay they are setting. Most importantly, shareholders should vote directly on the constituency of compensation committees. It has become all too easy for boards to give away "other people's money" without having to answer to shareholders. Shareholders should vote every member on or off the committee and be able to propose members directly, while the CEO should have no role whatsoever in proposing membership of the committee.
Finally, and most important, it is time to realize that CEO pay is essentially the responsibility of shareholders: If they are willing to tolerate waste, they should pay the price. So, where have shareholders been? The sad truth is that corporate governance is broken because shareholders have let management run roughshod over them. But just as in politics, the power of the vote can reclaim these rights. So, here is a simple proposal: Make senior-executive pay a matter of shareholder vote. Not the "nonbinding" votes that are all the rage. Make them subject to a real up-or-down vote. Give shareholders power again. Force executives to appear in front of their employers and explain why they deserve the packages they are offered.