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Sunday 29 January 2012

UK makes first step towards putting brake of top pay

The government has acted, sort of, to limit the scope for high salaries and bonuses in the boardrooms of British businesses. That sentence is wrong, of course. It hasn't acted; it only said it would. The action isn't worth acting upon, some of its critics contend. A lot of the boardrooms with the highest pay aren't in Britain anyway, so large and varied are the 100 companies we now see in the FTSE-100 index of leading companies. They call Russia, Chile, South Africa, Australia, Kazakhstan and other places home. Still there is a public clamouring for constraints on pay, and yet the notion of wage controls seems to alien, and the ways around constraints so varied that any obvious "solutions" wouldn't work. So what's a government to do?

Vince Cable, secretary of state for business, innovation and skills, decided to propose legislation that would make the current advisory vote on pay policy a mandatory one. Shareholders, not government, should decide on pay. Remuneration reports would come in two sections, one containing the policy, the other the account of how policy has been implemented the previous year. Cable backed away from demanding disclosure of any ratio of director pay to that of ordinary workers. "A company employing thousands of relatively low-paid, low-skilled shop-workers will inevitably have a much wider pay ratio than a firm that outsources most of its unskilled labour," he said. True. He also avoided an idea much admired by opposition leaders and trade unions that would see workers represented on remuneration committees. A step too far. But he wants to stop people currently serving as executives at other companies from sitting on remuneration committees, and so break the cycle of mutual back-scratching and mutual admiration. But that's not a solution, as only five per cent of RemCo members currently have such posts. Getting more outsider will be the bigger problem. Sitting non-executive directors sometimes call the RemCo assignment a "poisoned chalice".

"Responsible business leaders are waking up to that fact and understand the need to respond to the substantial and growing pressure to deal with the culture of excessive rewards. I stand ready to work with them, and with investors, to thrash out what gold-standard company reporting should look like and then act on it," he said. This is one we'll be working on for quite a while to come.

Source document: The Cable speech to the Social Market Foundation elaborates.

UK seeks to close the back door to foreign listings

UK financial marketsThe UK has become something of a haven for large natural resources companies seeking new capital and access to a liquid equity market. The trend has become so pronounced that using the famous FTSE-100 index as a benchmark of anything to do with Britain is somewhat suspect. Moreover, some of the entities listing have been coming in the back door. They allow themselves to be "acquired" by a company that's already listed – perhaps an inactive shell – through an exchange of shares that leaves the original owners still very much in control even if the companies don't really meet the normal listing standards for free float and open control. The Financial Services Authority has been mulling what to do about it for a while and has now produced a long consultation paper, seeking to set the policy before the FSA itself demerges. Its UK Listing Authority wants to close the back door by tighten the definition of reverse takeovers. "In order to prevent use of the reverse takeover regime as a 'back-door' route to obtaining a listing, we are proposing to narrow this exemption so that only acquisitions by a listed issuer of another listed issuer in the same listing category will not be treated as a reverse takeover." That won't of its own stop foreign listings – that's not the aim of the rule anyway. But it will prevent a foreign company that doesn't quality for premium listing to achieve premium status without premium performance on governance and disclosure.

Sponsors: The UKLA also wants to tighten the rules concerning firms that sponsor listed companies. Usually investment banks or stockbrokers, these firms play the role of advising listed companies on how the market works. The UKLA wants to add a few layers of responsibility to the mandate. One is particularly noteworthy: "we propose to introduce a specific Principle for Sponsors that will require sponsors to act with honesty and integrity in relation to a sponsor service." Who would every have thought of that?

Source document: The FSA consultation paper is a 173-page pdf file.

Saturday 7 January 2012

Short-selling bans don't work – Cass study

Short-sellers have become one of the new public swear-words that have emerged from the financial crisis. Their defenders are often dismissed as more of the same bankers who brought us the crisis in the first place. Why should short-selling be allowed? Isn't there something deeply wrong, at some level, somehow, about wishing share prices to fall. Isn't that like hoping for failure, or seeking to steal?

Most regulators around the world reacted to the 2007-09 crisis by imposing bans or constraints on short-selling. Even in the United States, where the pressure of lobbying from Wall Street was intense, the Securities and Exchange Commission issued curbs on short-selling in the wake of the Lehman Brothers failure in 2008. Briefly. One of the worst decisions of his time in office, said SEC chairman Christopher Cox at the time. Bans and partial bans were imposed and lifted at various times by various countries. Some are still in place. Some were more restrictive than others, giving the basis for a natural experiment of the sort economists love to find. A pair of scholars from London's Cass Business School and the University of Naples looked at the resulting data and concluded:

  • Liquidity: Bans were detrimental for liquidity, especially for stocks with small level of market capitalisation and no listed options. Trading just dried up when the market-making element of stock lending and short-selling disappeared.
  • Prices: Bans led to slower price discovery, especially in bear markets. Prices simply didn't adjust very quickly to new developments, as would-be sellers had trouble finding buyers, presumably because they feared not being able to get rid of a position later on.
  • Price support: Bans didn't do what they were meant to do. They failed to support prices, with the possible exception of US financial stocks, where the bans were lifted after only a short period.

The scholars conclude: "in contrast to the regulators' hopes, the overall evidence indicates that short-selling bans have at best left stock prices unaffected, and at worst may have contributed to their decline."

Source document: The working paper "Short-Selling Bans around the World: Evidence from the 2007-09 Crisis," by Alessandro Beber of Cass Business School Marco Pagano of the University of Naples, is a 64-page pdf file.

'We all have reasons for moving …'

That line in a poem by Mark Strand wasn't intended to bring investment bankers directly to mind, but it does. "In a field," he begins, "I am the absence of field." Of, but not part of. Since the financial crisis, with its early and persisting impact on the economy, the City of London – the ancient code for the financial district – has been worried about how new waves of regulation might play out in practice. Would banks, long attracted to London for its liberal approach to commerce and its many (resulting) cultural attractions, vacate the city and move somewhere with lower taxes and less intrusive regulators? Would Bank Tube station become a ghost town, and the state's finances turn into a black hole?

Foreign banks have been in London for a long time, much longer even than recorded in a study at Cass Business School at City University, which examines bankers' decisions on location from the end of World War Two until 1999. It finds that the many attractions of the City are not, in themselves, determinants of the decision to stay or move. In that period banks made almost 2,800 decisions to stay in London. They also made more than 1,800 decisions to withdraw. They found, unsurprisingly, that banks that internalised operations – that is, the engaged actively in the local market – were more likely to stay that those that used London as an outpost. Moreover, the "liability of being an alien" declines with time and experience. The distance from their home market worked against staying. That is, the further away from home they were, they more like they were to close up shop. But they also tend to stay because the structure of the market gives them greater flexibility and with it the ability to "compete on an equal footing" and local and other international rivals. That is, a good market is a virtuous cycle. There are signs here for the policy decisions that develop from the unfolding financial crisis.

We all have reasons for moving, just not all. Some stay to keep things whole.

Source documents: The working paper "Why do foreign banks stay in London?," by Andrew Clare of Cass Business School, Mohamed Azzim Gulamhussen and Carlos Pinheiro, is a 40-page pdf file. The poem "Reasons for moving" by Mark Strand is a short and bittersweet delight.

Does a big gap lie ahead for equity markets?

Big issuesYes, is the answer of the economists working at McKinsey Global Institute. The consulting firm's think-tank thinks several forces are converging to that will reshape global capital markets in the coming decade. As they develop, there could be a trend away from equity investment that will change how businesses finance themselves and view their governance. "The most important of these is the rapid shift of wealth to emerging markets where private investors typically put less than 15 percent of their money into equities," MGI says. In more developed markets, investors put 30 to 40 per cent into equity instruments. Moreover, structural changes in the developed world are conspiring to reduce demand for equity. MGI thinks the ageing population as well as shifts in pension regimes will push the demand side towards income-generating investments. Moreover, the growth of alternative investments is a sign that investors seeking high returns will look further afield than equities to boost risk and reward. Yes, and new financial regulations will probably hurt demand for shares.

All in all MGI see a potential $12 trillion “equity gap” emerging over the next decade. It projects that the share of global financial assets held in listed equities could fall from 28 per cent to 22 per cent by 2020 if these trends continue.

Source document: The MGI summary has links to an executive summary and the full report.

UK boards embrace new code suggestions

UK governanceBoard of UK companies have begun to put in place some of the structural changes proposed in the 2010 version of the UK Corporate Governance Code. The 2011 UK Board Index survey of the headhunters Spencer Stuart looked at the governance practices in the top 150 companies. Some of its findings were:
  • Risk committees: These committees were one of the chief recommendations of the Walker Review of governance in the financial services industry in 2009. Spencer Stuart noted that they are becoming more common in that sector. In other companies, risk still tends to be considered by the audit committee or the full board.
  • Board evaluation: The number of boards using outside facilitators for their annual evaluations has almost doubled. The new code asked the outsiders be engaged one year in three.
  • More sitting CEOs on boards: More CEOs are sitting on outside boards, but fewer CFOs are doing so. This finding is in contrast to the trend in the US version of the firm's survey in 2011.
  • Internationalisation: The latest survey showed a 33 per cent increase in the number of foreign non-executive directors during the survey period. It would be worthwhile giving this figure some closer scrutiny, as the changes in the makeup of the top 150 companies has changes markedly, with several large US-focused companies having disappeared from the stock market, replaced by large foreign companies with London listings.
  • Women on boards: More female directors have been appointed, although the pipeline of female senior executives still looks thin. For the first time, the UK Board Index examines the numbers of women on executive leadership teams and their roles in the organisation.

Source document: The Spencer Stuart UK Board Index 2011 is a 52-page pdf file.

Succession planning remains weak point of US boards

One feature of the Spencer Stuart Board Index for 2011 may be self-interested, but that takes nothing away from its importance. The executive recruitment firm has noted that US boards are still not doing very well in succession planning. "In the wake of several recent high-profile CEO departures … succession is perhaps of even greater concern. In fact, triple the percentage of respondents named succession as a major issue confronting boards as did four years ago," it said. The 2011 survey results indicate that many boards have "not acted with a diligence reflecting the importance of a smooth transfer of power". Nearly a third of companies surveyed admitting that they have neither an emergency plan nor a long-term succession arrangements in place.

Source document: The Spencer Stuart US Board Index 2011 is a 68-page pdf file.

Greater independence in evidence in US boards

Boards of directors of US corporations have generally been very independent of management, if you judge independence purely on the basis of their formal ties to the company. But that's not always how it works out in practice. According to the latest version of the Spencer Stuart Board Index, however, there are increasing signs that boards are gaining structural power at the expense of the CEO. The headhunter's annual study of the S&P 500, now in its 26th year, shows a number of pointers in that direction:
  • Declining board turnover: While transitions for the CEO may be on the rise, the same is not the case for the board of directors. Last year saw the smallest number of newly elected directors in a decade.
  • More independent board leadership: Some 41 per cent of boards have now split the roles of chairman and CEO. Over half of boards feature the CEO as the only non-independent director, a figure that has doubled in only ten years.
  • Fewer active CEOs as directors: Fewer than half of CEOs serve on the board of another company. That means nominations committees are casting their net more widely.
  • Older boards: It follows from the decline in turnover and the selection of fewer sitting CEOs: The average age of all independent directors is now 62.4 years, up from 60.2 years in 2001. Five of every six boards that have a fixed retirement age have set the mark at 72 years of age or older.
  • Mixed results in diversity: Nine per cent of S&P500 boards have no women members. Minorities have failed to land a seat on 12 per cent of boards. The number of African-Americans serving on boards has even fallen slightly, though more boards have added directors of Hispanic or Asian origin. Some 10 per cent of the new directors named in 2011 were born outside the United States.

No surprise, though, on pay. The average annual pay for board directors rose eight per cent over last year, exceeding $232,000. The nature of that compensation is changing, too, as cash retainers rose 11 per cent.

Source document: The Spencer Stuart US Board Index 2011 is a 68-page pdf file.