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fourth
  Shareholders Focus On
Executive Compensation

 
 
 

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.


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