Disney Shareholders Push Back on Board’s Executive Compensation Plan

Disney Shareholders Push Back on Board’s Executive Compensation Plan

Bob Iger, the CEO of the Walt Disney Company, received a total compensation of $36.3 million in fiscal year 2017, if all goes well, could earn more than twice that figure this year. The company’s investors, however, have balked at the board’s plan to reward Iger so generously, voting 52–44 percent against a non-binding advisory resolution approving Disney’s executive compensation pan at its annual shareholder meeting, Bloomberg reports.

Three proxy advisors had urged investors to reject the plan, which they said was misaligned with performance, but the board insists that Iger’s compensation package is worth making sure he remains on board through the completion of Disney’s ongoing $52.4 billion deal to purchase 21st Century Fox:

“The board decided it was imperative that Bob Iger remain as chairman and CEO through 2021 to provide the vision and proven leadership required to successfully complete and integrate the largest, most complex acquisition in the company’s history,” Aylwin Lewis, head of the Disney board’s compensation committee, said Thursday.

Bloomberg notes that this is the first time Disney shareholders have pushed back on an executive compensation package since federal regulators began encouraging these “say on pay” votes in the 2010 Dodd-Frank Act. Indeed, such rejections are still a rare occurrence in corporate America generally. Just 1.2 percent of S&P 500 companies had their advisory pay resolutions opposed by a majority of investors in 2017, Reuters reports, citing data from ISS Analytics.

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Social, Environmental, and Diversity Issues Dominate US Shareholder Proposal Filings

Social, Environmental, and Diversity Issues Dominate US Shareholder Proposal Filings

At the Harvard Law School Forum on Corporate Governance and Financial Regulation, Institutional Shareholder Services Executive Director Subodh Mishra recently published a summary of an ISS analysis of 450 proposals filed at Russell 3000 companies, which shows how investors’ priorities are shifting toward social, political, and environmental concerns. More than two thirds of these proposals are related to social or environmental issues, chief among them political activity and spending, board and workplace diversity, and climate change and sustainability, Mishra writes. Furthermore, nine of the ten most common types of proposals related to one of these issues, whereas only one (demanding the right to call a special shareholder meeting) is focused on governance. Mishra sees two main factors driving this trend:

First, social and environmental issues themselves are gaining significant traction with investors and the public. Important issues, such as concerns about the transparency of the political process, harassment and equity in the workplace, and climate change risks make headlines and dominate the public discussion daily. At the same time, investors and asset owners are bolstering their efforts towards greater ESG integration, which helps proponents gain further momentum. Second, governance topics may be lower on the agenda for the target universe. Shareholder proposals are typically filed at large-capitalization companies, where many formerly-contested governance issues have now become the standard. Annual director elections, majority vote standard, simple majority vote requirements and even proxy access—to a large extent—are now the norm for the vast majority of large companies.

ISS’s analysis counts proposals related to diversity and inclusion toward its total of “social issue” resolutions; while that’s fair, investors are paying more attention to diversity not only out of a sense of social responsibility but also as part of the investor community’s growing concern with talent as a key driver of business value.

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Activist Investors Step up Pressure on Companies to Expand Parental Leave

Activist Investors Step up Pressure on Companies to Expand Parental Leave

Last autumn, the Boston-based investment firm Zevin Asset Management led a investor push at Starbucks to pressure the coffee chain into expanding its parental leave benefits for hourly store employees to match the more generous policy available to salaried corporate employees. In a shareholder resolution, Zevin requested that Starbucks’ leadership tell its investors whether this discrepancy might constitute employment discrimination.

In January, Starbucks announced that it was expanding its parental leave benefits, as well as adding paid sick leave, for hourly employees. While the changes do not equalize the offerings for salaried and hourly employees, they will make parental leave available to many store employees who were not able to take it before. Zevin considered that a victory, and they and other activist investors have since been pushing for similar changes at other large US employers, Rebecca Gale reports at Slate:

The Starbucks shareholder resolution on paid family leave was the first of its kind, and it has proven so effective that socially responsible investing firms such as Zevin are gearing up to put more shareholder resolutions in place for companies that have unequal paid leave policies, citing the need for what they call “better human capital management,” i.e. better meeting the needs of workers, which they think will yield better long-term results for the companies. And Zevin has the close-knit group of socially responsible investment firms in Boston that regularly meet to learn about issues and connect on ideas to make it happen.

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Scandals Draw Boards’ Attention to Importance of Culture

Scandals Draw Boards’ Attention to Importance of Culture

If Volkswagen’s emissions cheating scandal, Wells Fargo’s fake-accounts scandal, and Uber’s sexual harassment scandal have a common thread, it is that each of these controversies has been blamed on a fundamentally toxic element within the organizational cultures of these companies, so each company has embarked on a major culture overhaul in its wake. In a feature at the Wall Street Journal last week, Joann Lublin observed that scandals like these were opening directors’ eyes to how significantly their companies’ cultures affect their performance, and took a look at what some companies’ boards were doing to manage culture issues more directly.

Even though the evidence is mounting that culture problems can do severe damage to a company’s reputation and bottom line, “few boards currently have an explicit focus or formalized approach to cultural oversight,’’ Helene Gayle, who sits on the boards of Coca-Cola and Colgate-Palmolive, told Lublin. Gayle was the co-chair of a blue ribbon commission appointed by the National Association of Corporate Directors to prepare a report on culture as a corporate asset and come up with ideas for how boards can manage culture more effectively.

The report recommends that boards work with the CEO and senior management to “establish clarity on the foundational elements of values and culture,” and take a proactive approach to culture management. That means making oversight of culture (including the board’s own culture) a full-board responsibility. Culture management needs to be embedded in the organization’s business processes, including rewards systems and CEO selection and evaluation, and in the board’s interactions with management.

This recommendation concurs with the conclusions of our latest research on culture at CEB, now Gartner: Many organizations try to change their culture by changing their people, but these interventions are often ineffective, despite massive investments of time and resources. The most effective culture change efforts we’ve seen focus instead on crafting systems and processes that allow everyone to live the culture.

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SEC Eases, but Does Not Delay, CEO Pay Ratio Reporting Rule

SEC Eases, but Does Not Delay, CEO Pay Ratio Reporting Rule

The rule adopted by the Securities and Exchange Commission in 2015 requiring public companies to disclose the ratio between the compensation of the CEO and the median annual compensation of every other employee in their proxy statements, starting with the 2017 fiscal year, appears to have survived the presidential changeover and is set to go into effect next year as scheduled. However, new interpretive guidance published by the SEC this week gives companies some additional flexibility in implementing the rule in order to reduce the costs of compliance, with SEC Chairman Jay Clayton saying the guidance “allows companies to use operational data and otherwise readily available information to produce the disclosures.” SHRM’s Stephen Miller details the key takeaways from the new guidance, which does the following:

  • Explains the SEC’s views on the use of reasonable estimates, assumptions and methodologies, and statistical sampling permitted by the rule.
  • Clarifies that a company may use appropriate existing internal records, such as tax or payroll documents, to identify the median employee and to calculate the median employee’s annual total compensation.
  • Clarifies that appropriate internal records also can be used to determine if the company must include non-U.S. workers in pay ratio calculations (the SEC’s final rule allowed companies to exclude non-U.S. employees if these employees account for 5 percent or less of the company’s total workforce).
  • Provides guidelines on when a company may use widely recognized tests to determine whether its workers are employees for purposes of the rule, which will allow employers to exclude independent contractors from pay ratio calculations.

This guidance addresses one of companies’ major complaints about the rule, which is that determining the median employee salary is harder than it looks, especially for large organizations with complex workforces in which it is not always obvious who counts as an employee. The SEC is providing some clarity here as to how companies can calculate that figure and making it a bit easier to do so. Employers’ hopes that the rule would be delayed or repealed before coming into effect appear to have been dashed, however.

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CEOs Want HR to Communicate the Value of Talent

CEOs Want HR to Communicate the Value of Talent

When it comes to what CEOs want from HR to help drive business value, one of their main demands is that HR help communicate the value of talent to investors, whether that means Wall Street or a lone philanthropist. At a breakout session at last week’s ReimagineHR event in London, Brian Kropp, HR Practice Leader at CEB, now Gartner, explained that the reason CEOs want this help is not because investors believe in making employees happy for its own sake, but because they are increasingly acknowledging that talent is a leading indicator of business performance and growth. Below is an overview of some ideas HR leaders should think about when approaching this opportunity:

The Growing Value of Talent

According to PwC’s annual CEO survey, the percentage of CEOs concerned about the availability of key skills as a business threat to organizational growth has risen from 46 percent in 2009 to 77 percent in 2017. This year, CEOs identified “human capital” as the second most important investment to make to capitalize on new business opportunities, ahead of “digital and technology capabilities.” Various trends, from new technologies to demographic shifts, are uprooting the core assumptions of how companies and industries operate. In our analysis of earnings calls from 1,600 of the world’s largest publicly traded companies, we found that words like “change,” “transformation,” and “disruption” have become commonplace. (CEB Corporate Leadership Council members can see the full range of insights from our Investor Talent Monitor here.)

In a recent earnings call with Volkswagen, Chairman and CEO Matthias Mueller said that “Volkswagen needs to transform. Not because everything in the past was bad, but because our industry will see more fundamental changes in the coming 10 years than we have experienced over the past 100 years.” Highlighting the value of talent is becoming one way in which organizations can gain the trust of their investors that their business still has what it takes to outperform a rapidly changing, volatile market. Jean-Paul Agon, CEO of L’Oreal, mentioned in their earnings call that they were going through a “digital transformation” whose success “stems from our very decentralized agile approach in execution with a significant investment in talent.” Conversations like these are only growing, and investors are pushing for more. Private equity firms are even taking matters into their own hands, appointing executives to oversee the talent strategies of their portfolio companies.

As we’ve observed in our Investor Talent Monitor, 46 percent of the largest public companies talked about issues related to talent during their earnings calls in 2010, but by 2016, this number had topped 60 percent. This should not be surprising: Investment firms and activists have been making the news recently for taking an active interest in companies’ talent strategies, pushing firms for greater gender diversity on boards of directors as well as for firms to publish employee compensation and pay gaps.

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Investors Urge SEC to Mandate Human Capital Disclosures

Investors Urge SEC to Mandate Human Capital Disclosures

The Human Capital Management Coalition (HCMC), a group of 25 institutional investors with more than $2.8 trillion in assets under management, has petitioned the US Securities and Exchange Commission to enact a rule that would require companies to disclose details about their human capital management in their reports to shareholders, David McCann reports at CFO:

The group did not define any specific metrics that it wants to be reported, instead offering nine broad categories of information deemed fundamental to human capital analysis as a starting point for dialogue:

  • Workforce demographics
  • Workforce stability
  • Workforce composition
  • Workforce skills and capabilities
  • Workforce culture and empowerment
  • Workforce health and safety
  • Workforce productivity
  • Human rights
  • Workforce compensation and incentives

At present, public companies are not required to disclose anything about their human capital other than their number of employees, unless you count the requirement to reveal the compensation paid to top executives. Investors don’t even know how much money a company spends on its workforce each year.

The HCMC’s proposal is in keeping with a trend we’ve observed in our recent research at CEB (now Gartner) of investors taking an increasing interest in talent issues: Earlier this year, we released our Investor Talent Monitor (which CEB Corporate Leadership Council members can read in full here), showing that among the 900 largest companies in US equity markets, the percentage of organizations talking about talent on investor calls increased from 55 percent to 70 percent from 2010 to 2016. Culture and recruiting were the most common talent topics brought up on these calls, but other issues, like diversity and inclusion, are also subject to growing attention from investors.

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