The proxy advisory firm also recommended companies set caps on executive remuneration, and limit the range of the board’s powers to decide compensation

In India, pay packages for executive directors needs shareholders’ approval. But till now, managements have pushed shareholders to vote on executive director compensation with resolutions that are ambiguous, and effectively provide the board with a large amount of discretionary powers. Institutional Investor Advisory Services India Ltd (IiAS), citing three resolutions related with executive compensation that were defeated by shareholders of Tata Motors Ltd, said there is need to have greater clarity on such resolutions.

"Companies must wake-up to the message being sent by shareholders. These resolutions are built upon the practical understanding of investor psych: they are unlikely to vote against a resolution unless there is a material performance dip. Most compensation resolutions are merged with (re)appointment resolutions, adding to the decision-making dilemma, and creating a greater challenge for investors wanting to veto the resolution. A more proactive approach and independent oversight from the board/ management will go a long way in addressing this concern raised by shareholders," the proxy advisory firm said in a statement.

According to IiAS, on Thursday, three resolutions relating to executive compensation presented by Tata Motors were defeated, where 53% of the non-promoter shareholders participated in the voting. Remuneration resolutions need to be passed by a 75% majority – in these three cases, almost 30% of the votes were cast AGAINST, it said.

The recent amendments to Clause 49 of the Listing Agreement and the Companies Act 2013 break the compensation conundrum by enforcing disclosures that provide greater clarity on executive directors’ compensation. In addition to these, IiAS said it recommends companies set caps on executive remuneration, and limit the range of the board’s powers to decide compensation. Shareholders need clarity on what they are being asked to vote on.

     Source: IiAS

The proxy advisory firm said, the ambiguity of compensation resolutions could have material implications. While reviewing the pay practices of the BSE S&P Sensex and Nifty 50 companies (excluding public sector units), IiAS said it observed certain anomalies, like, the fixed pay is often ambiguous. This component comprises the basic salary along with perquisites and allowances (including accommodation, insurance, club memberships, leave en-cashment, conveyance, telephone etc). Companies do specify a standard set of perquisites that executive directors are eligible for, yet these are rarely quantified. The lack of an overall cap leaves shareholders guessing on what will be the actual compensation payout - the complete control over compensation and annual increments, for all intents and purposes, rests with the board. And sometimes, even a cap might not be enough to provide clarity. If the upper cap is very high, the basic salary can range within a very broad band.

While analysing such resolutions, IiAS assumes the last paid salary as the minimum. Companies must also provide clarity on the fixed pay because with lack of adequate disclosures, the other components i.e perquisites, allowances and retirement benefits, which flow from this number, become open-ended, it added.

Source: IiAS

Talking about short-term incentives like commission, IiAS said, in 40% of the Nifty 50 companies, the commission is either specified as a percentage of net profits or is left to the discretion of the board. "The idea of linking commission to profits is sensible. However, in large companies, where profits are more than a threshold (say Rs40-50 billion), companies must be far more specific about the commission payout, given that even a nominal percentage of the net profits can result in a very high payout range. If left to the discretion of the board, companies need to formulate and disclose the performance benchmarks which are used to arrive at the commission payable, and also set a reasonable cap on the maximum amount that will be paid," it added.

Employee stock options (ESOPs)

ESOPs are a long-term incentive tool used by companies to attract, retain and motivate employees. Given its inherent linkage with performance, most companies tend to grant large number of ESOPs to its employees, including executive directors. However, only one out of the Nifty 50 companies (who have ESOP schemes) actually spelt out the maximum number of ESOPs its director will be entitled to. In all other cases, it was left to the board. It can be argued that companies have to make annual disclosures on the number of ESOPs granted to its directors in that year. But that’s a post facto argument. Shareholders have the right to get some clarity on the number of

ESOPs that are likely to be granted to directors before their approval is sought.

"For example," IiAS said, "YC Deveshwar, Chairman of ITC, was granted 270,000 ESOPs in FY13 at an exercise price of Rs2,494. Considering that these options were valued at Rs647.92 each, his total compensation through stock options amounted to Rs175 million in FY13. This is significantly higher than his remuneration of Rs99.3 million disclosed to shareholders."

Source: IiAS

Not all companies pay excessive salaries. For example, Infosys, Sun Pharma and the Tata Group ensure that their executives are paid in line with the industry average. However, even their remuneration policies are designed in a discretionary fashion and are open ended.

Till now, most institutional investors have not openly voiced their view on this. However, they are slowly starting to question the high payouts. Not surprisingly, the regulators have started pushing for greater scrutiny of executive compensation in listed companies.

IiAS said it believes the new disclosure requirements can act as self-regulatory tools and may induce companies to be more considered in their compensation decisions. Moreover, the consistency in disclosures will create comparability, thereby fostering an environment of competitive behaviour that will serve shareholders’ interest and the corporate governance agenda.