Corporate Governance

Regime Change and Executive Compensation

By J. Robert Brown

We have already noted that Barak Obama is a strong supporter of say on pay.  Pundits are, however, already calling for more with respect to executive compensation.  Calling the current state of affairs an "ethical embarrassment to our country," an editorial in Business Week by Leo Hindery Jr. calls for the following:

• First, Congress should immediately grant public shareholders the rights, on their own, to call a shareholders' meeting to vote out the current board and to render an advisory vote on executive compensation — rights that they don't currently have. Much better than any other similar measures contemplated or previously adopted, these three rights, which are already in place and working well in Britain, would align shareholder and management interests as to both governance and executive compensation.

• Second, Congress should establish a ceiling for individual executive compensation as a reasonable multiple of average employee compensation, and penalize through the corporate income tax code and/or otherwise those companies that elect to pay in excess of that multiple.

• Third, Congress should close the loopholes that currently allow the wealthiest Americans to use offshore tax schemes that cost our Treasury $70 billion in taxes each year, and it should aggressively step up tax enforcement to capture the 30 percent or so of earnings from selling investments that currently goes unreported each year.

The ceiling would be hard to implement and not always equitable.  Moreover, tax penalties don't work.  The CEO will still want the compensation and the board will approve them, the tax effects merely increasing the costs to the company. 

Nonetheless, the proposal demonstrates continued outrage and anger at executive compensation levels and indicates continued pressure for some type of greater federal involvement.  Preemption in short.

Full post as published by The Race to the Bottom on November 06, 2008 (boomark / email).