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It’s true that good things can come from bad situations.
The outrage that consumers felt about the ailing AIG doling out multimillion-dollar bonuses to top executives was bad.
The good news is that the outcry has given a major boost to a three-year movement called “say on pay,” which advocates giving shareholders more input on how much top executives are paid.
Leading the charge have been groups such as the American Federation of State, County and Municipal Employees (AFSCME), the nation’s largest labor union and advocate for public employees and health care workers, the Securities and Exchange Commission and its new chairman, Mary L. Schapiro, and RiskMetrics Group, which tracks shareholder proposals.
“Investors expressed strong views about pay-for-failure, and are likely to press companies even harder in 2009 to adopt compensation practices aimed at creating lasting shareholder value,” Martha Carter, co-head of global governance research at RiskMetrics Group, said in a recent statement.
I certainly hope Carter is right.
Government agencies and advocacy groups can help create new laws and set the stage for more shareholder power, but millions of corporate investors must do their part if this movement is to play out as it should.
They have their work cut out for them.
So far, only 19 U.S. public companies have voluntarily agreed to hold annual advisory votes, or give shareholders say on pay. They include Aflac, Intel and Occidental Petroleum.
In addition, several hundred financial firms receiving federal bailout funds will also be required to do so this year. And approximately 100 proxy ballots will contain “say-on-pay” proposals this quarter. All together, that’s a small number given that there are thousands of publically traded companies in the United States.
For the millions of people who own these companies — i.e., shareholders — it’s time for change.
No more tossing aside those annual reports and failing to exercise your voting rights. No more failing to contact the boards of directors when your company is acting fiscally irresponsible.
Now is the time to start using Web sites and other tools to keep track of how companies are spending investors’ money.
The Securities and Exchange Commission recently took steps to make this task less daunting.
For example, it now requires publicly traded companies to provide three years worth of compensation data in their financial documents. It also requires companies to make financial statements more Internet friendly, with bar codes to make specific facts more searchable online.
The first thing shareholders must do is find out what their rights are.
The state where a company is incorporated gives investors certain rights, such as the right to vote on issues affecting the company as a whole, the right to inspect the corporate books and records and the right to sue the corporation of wrongful acts.
Under certain conditions, shareholders also are allowed to submit a proposals to be considered for a proxy vote.
To get the specifics, check with the secretary department in the state where a company is incorporated. Also check the company’s by-laws.
To find out more about how to submit a proposal, go to the SEC site, www.sec.gov, click the search prompt, click SEC documents, search by “investor information” and type “shareholder proposal.” When the document appears, scroll down to Q & A section.
The next thing shareholders must do is exercise their rights in order to gain more rights.
And, finally, as more shareholders get the right to have their say on corporate pay, I hope they say something.
Vicki Lee Parker is a personal finance columnist in Raleigh, N.C. She can be reached at vickileeparker@gmail.com or (919) 877-5719.
