It was one of the most glittering corporate perks of the decade.
In February 2002, ABB Ltd.'s former chairman, Percy Barnevik, came under attack by shareholders
after the engineering company's board disclosed he had negotiated an $89
million pension with ABB's co-chairmen back in 1992, huge even by American
standards. The pension deal became public on Feb. 13 -- Mr. Barnevik's 62nd
birthday -- along with another piece of bad news: In 2001, ABB had seen its
first loss, $691 million, compared with profit of $1.4 billion the year
before.
After the revelation, Mr. Barnevik, one of Europe's most admired chief
executives, agreed to return $54.5 million to ABB. Once lauded as "Europe's
Jack Welch," he saw his reputation hurt. Now he says he wishes the pension
deal had been disclosed earlier. "People said, 'Why the hell is he being
rewarded for poor performance?'" he says, lamenting that the pension wasn't
announced when the company was doing better.
The controversy surrounding Mr. Barnevik's pension highlights how one of
the worst economic downturns in years, the bear market and a post-Enron
fixation with financial scandals have focused shareholders' attention on
the corporate goodies and pay packages being awarded to CEOs. Corporate
excess came to a head in the U.S. with the revelations of what numerous
troubled companies had lavished on their executives. Now, like their
counterparts in the U.S., a growing number of investors in Europe are
asking why corporate chiefs are receiving generous rewards, even after
presiding over lackluster performances.
"Shareholders have lost a lot of money during the last few years, and
more than ever they are pointing the finger at CEOs and saying: 'We are
hurting, why aren't you?'" says David Somerlinck, a senior manager at
Pensions & Investment Research Consultants, a London-based pension
consultant.
Penthouse and Palazzo
The most vocal outcry has been in the United Kingdom, which comes
closest to embracing American-style capitalism and the fat-cat salaries
that go with it. From telecommunications giants like Vodafone Group PLC to insurer
Prudential PLC and pharmaceutical
firm GlaxoSmithKline PLC, companies
have come under attack for paying excessive executive compensation or even
considering offering pay that is perceived as over-the-top. Many have even
been forced into embarrassing backtracking.
In November, Glaxo backpedaled after shareholders protested against an
£18 million-plus ($28.4 million) benefits package that board
members were considering giving Chief Executive Jean-Pierre Garnier. Mr.
Garnier, who earned about £7 million ($11 million) in 2001, told
colleagues he wanted more pay so he could stay motivated. News of the
proposed package stoked fears that U.S.-style payouts had migrated across
the Atlantic. Glaxo told shareholders that Mr. Garnier, a French
pharmacologist who lives in Philadelphia, should be measured against his
higher-paid U.S. peers.
| Spreading Overseas
| Some countries are moving to
greater compensation-related disclosure, in part to rein in pay |
...And Steps for Change |
| U.K.: Pay packages for top
executives must be approved annually by shareholders. |
| France: Disclosure of top
executives' salaries at public companies is mandatory. |
| France: The French Parliament is
expected to pass a law requiring executives to disclose their stock-option
exercises and share sales. |
| Germany: Heeding shareholders'
calls, a growing number of executives are ending years of secrecy and
disclosing their pay packages. |
| Italy: Listed companies must
disclose any major sale or purchase of their shares by their own
executives. |
| |
|
|
|
Trying to attract talent and keep up with the steep pay deals offered by
U.S. firms is one of the biggest challenges facing European companies. And
as companies have become ever more multinational, many have begun offering
perks that seem outrageous in the current environment in order to lure and
keep talent.
Last year, troubled British telecom company Marconi PLC came under fire after
the revelation that it had hired a relocation specialist to buy two homes
-- within several months of each other -- for former senior executive
Charlie Foreman. The transactions resulted in a loss of about
£600,000 ($948,000) on its investment of buying and selling the
homes. The homes were bought in connection with plans to persuade Mr.
Foreman to move to Coventry, a three-hour drive from headquarters in
London, before he was laid off. Joe Kelly, a spokesman for Marconi, says
the company was trying to "honor its commitments to its employees."
Struggling French conglomerate Vivendi
Universal SA is now trying to shrink its debt by unloading many of
the possessions amassed during the 1996 to July 2002 tenure of Jean-Marie
Messier, its flamboyant former chairman. These include a duplex penthouse
on New York's Park Avenue bought for Mr. Messier's personal use, an
extensive art collection inherited from Seagram Co., a fleet of business
jets and a palazzo in Venice. Before his ouster in 2001, his salary and
bonus totaled €5.2 million ($5.7 million), and he was granted
options to buy 835,000 shares. When the board decided to fire him, Mr.
Messier demanded a severance package of €18 million to
€20 million ($19.6 million to $21.8 million), even though he had
railed against golden parachutes in a book. The board denied him the
package.
Outrage has spread even to Germany's understated boardrooms, where fat
pay packages have long been viewed with disdain. In February, a Duesseldorf
court charged former board members of Mannesmann AG with breach of trust
for approving large payouts to former managers of the telecom company when
it was acquired in 2000 by Vodafone. Defendants include Josef Ackermann,
CEO of Deutsche Bank AG and a former member of Mannesmann's supervisory
board, and Klaus Esser, the former CEO of Mannesmann. The charges stem from
payouts of €127.8 million ($139 million) to Mr. Esser and other
former managers. Mr. Esser's received nearly euro30 million ($32.7
million). Messrs. Ackermann and Esser have called the charges nonsense and
said the case sets a dangerous precedent to have courts determine executive
pay.
Approval and Disclosure
Investors also are taking action by demanding new safeguards to prevent
more undeserving managers from getting such big rewards. In the U.K.,
shareholder groups have threatened to vote against overly generous salaries
awarded to poorly performing executives. Rules introduced last year by the
British Department of Trade and Industry require that payment packages for
top executives be approved annually by shareholders. Such votes won't be
binding, but will offer shareholders a potent weapon for showing their
disapproval.
"Shareholders are fed up with CEOs being rewarded for failure," says Rob
Burdett, senior consultant at New Bridge Street Consultants, a London firm
that advises companies on executive salaries.
In France, disclosure of compensation for top executives and board
members of publicly traded companies became mandatory after a new law on
financial regulations was passed in May 2001. As a result, shareholders of
French companies got their first glimpse into CEO pay in 2002 annual
reports. The law also mandated that severance packages be disclosed in a
company's annual report. French shareholder activists were pleased with the
new spirit of transparency, but so far no great scandal or salary excess
has come to light as a result.
Executives, meanwhile, are coming clean, even in Germany, where
companies are notoriously secretive about pay.
"The backlash against excessive payments continues," says Richard
Lamptey, a partner at Mercer Human Resource Consulting, London. "And it is
only going to get worse in the current environment."
-- Mr. Bilefsky is a staff reporter in The Wall
Street Journal's Brussels bureau. John Carreyrou in Paris, Betsy McKay in
Atlanta, Christopher Rhoads in Frankfurt and Rita Raagas DeRamos in Hong
Kong contributed to this article.