Deciphering SA s pay governance environment and where it s going?
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1 Deciphering SA s pay governance environment and where it s going? 2014 SARA Conference October 2014 Ray Harraway
2 Discussion points Why care about pay governance? The current environment What do Remco members think? Where are we heading? Page 2
3 Page 3 Why care about pay governance?
4 Why care about pay governance? Jobless growth Scenarios Computed from StatsSA Andre Roux IFR, USB Page 4
5 Why care about pay governance? Reward Risk The risk that pay plans reward executives incorrectly or unethically causing significant reputational damage Behaviour Reward Risk culture Page 5
6 Why care about pay governance? Reward Risk The risk that pay plans reward executives incorrectly or unethically causing significant reputational damage Behaviour Reward Risk culture Page 6
7 But, also Global trends in executive pay are driven by regulatory developments as well as larger shareholder involvement as opposed to pure market trends Regulatory developments Executive Pay Shareholder expectations Market trends Page 7
8 Page 8 The current environment The Bad & the Good
9 The current environment Companies Act LRA Amendments SOE Guidelines EE Act and Code Employment contract CRISA Integrated reporting IFRS SARB Banks Act KING III Terms of Reference Minimum wage Proxy voting MOI SARA awards JSE Listings Requirement Policy Pension reform Page 9
10 Put differently Internal Voluntary Legislation Page 10
11 King III: 3 from : Companies should remunerate directors and executives fairly and responsibly 2.26 Companies should disclose the remuneration of each individual director and certain senior executives 2.27 Shareholders should approve the remuneration policy Page 11
12 King III Remuneration report Remuneration policy Salary and benefits to directors Use of benchmarks Policy on executive employment contracts Salaries above the median Material ex gratia payments Incentive schemes and employment contracts Mix of fixed and variable payments and link to KPIs Above average increases Dilution from share based payments Page 12
13 Is King confused? 1. Explain how applied, and if not the reasons 2. Applies to all entities 3. Principles, recommendations, and practice notes King III is not law Does King III miss the targets? How/where to disclose The advisory vote applies to? How much is enough? Just 3 principles? Page 13
14 Disclosing remuneration data In one place Page 14 Remuneration governance: Advisory services Source: IoDSA EY Remco Forum Position Paper 2: The Remuneration Policy
15 The Companies Act, 2008 Disclosure Section 30(4) Approval Section 66(9): special resolution Section 41: shareholder approval for shares Page 15
16 The Companies Act, 2008, cont d Disclosure requirement - AFS Remuneration, benefits, allowances Pension pay-outs, contributions Compensation for loss of office Securities issued and consideration received Details of service contracts Financial assistance Page 16
17 The Companies Act Is KING and Co s Act aligned? Effect of section 75? Does the Co s Act drive up NED fees? Why 2 year prior year NED fees? Page 17
18 JSE Listings Requirements King III statement in the financial statements Schedule 14: Share schemes 8.63: Individual Director Emoluments 3.84: Governance requirements Page 18
19 JSE Listings Requirements Who monitors King III adherence? Shareholder approval of share schemes? What s going to change? Page 19
20 The Bad & the Good The Bad Tick-box/compliance Herd mentality (best practice) Shareholder activity (proxy advisors) Pay ratio disclosure Pay (salary) caps, pure retention Deferrals Binding policy vote Target pictures CEO speaks Only financial metrics The Good Explanation for deviation Innovation (best fit) Shareholder engagement Pay structure - throughout Performance linked Time appropriate Non-binding policy vote Target specifics Remco speaks Non-financial metrics Page 20
21 Page 21 What do Remco members think? EY 3 rd Remuneration Governance Survey
22 EY Annual Remuneration Governance Survey 5 clear trends, consistent over the 3 years Shareholders more active Increased governance should reduce problematic pay Top focus area: linking pay with performance Non-financial metrics still low in prevalence More than 30% no vote is considered a failed vote Page 22
23 Confidential all rights reserved Ernst & Young LLP 2014 Where are we heading?
24 The house view is Confidential all rights reserved Ernst & Young LLP
25 The global landscape Ever evolving regulatory environment Page 25
26 The recent decade demonstrates a global trend towards stronger legislative requirements in executive remuneration, which are aimed to increase the transparency of pay systems and shareholders involvement FAS123R Revised Dodd-Frank Act Minder Initiative VorstAG SEC Dodd-Frank Wall Street Reform Consumer Protection Act (Dodd-Frank) SOX Swiss Code of Obligations Swiss Code of Best Practice Directive on Corporate Governance Corporations Legislation Amendments Bill 2012 GCGC Institutes VergV Page 26 Executive remuneration
27 A clear global trend towards enhanced shareholder s involvement regarding the executive remuneration can be observed the Government is seeking to increase the power of shareholders how organizations derived pay for performance compensation and how they provide shareholder value giving shareholders farreaching influence over the executive compensation and governance matters of publicly traded Swiss companies Corporations Legislation Amendments Bill 2012 The GCGC addresses all major criticisms, namely inadequate focus on shareholder interests.. Page 27 Executive remuneration
28 Before making some predictions SA ranking WEF Global Competitiveness Report 3/144: Efficacy of corporate boards 136/144 Pay & Productivity Page 28
29 Some predictions KING IV Dual shareholder vote? Minimum shareholding? Remco South Africa as policy taker Director Singularity Index Score*: Capacity and skill of NEDs A role for employees The role of ESOPs (real ones) Assurance of the remuneration report Using pay to protect the company * Innoxico DSRA Page 29
30 Getting it right Three lines of defence Page 30
31 Getting it right Three lines of defence Risk assessment Board Composition 6 1 Reward management 5 Quality Remuneration Decisions 2 Mandate 4 Disclosure 3 Engagement plan Page 31
32 Page 32 Thank you
33 Changing Tides Page 33
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