Corporate bonus outcry pushes ‘say-on-pay’ forward

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 gives shareholders more input on how much money top executives are paid.

Leading the charge have been such groups as the American Federation of State, County and Municipal Employees (AFSCME), the largest union and advocate for public employees and health care workers in the United States; the Security 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,” said Martha Carter, co-head of global governance research at RiskMetrics Group 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 the millions of corporate investors must do their part in order for this movement 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 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.

For the millions of people who own these companies, it’s time for change.

No more tossing aside those annual prospectuses and failing to exercise their shareholder’s voting rights. No more failing to contact the board of directors when the 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 Security Exchange Commission has recently taken some steps to make this task less daunting.

For example, it is requiring corporations to provide three years worth of compensation data in its financial documents. It is also requiring that companies 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 questions 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 are also allowed to submit a proposal to be considered for a proxy vote.

To get specifics about those rights, check with the secretary department in the state where the company is incorporated and the company’s bylaws.

To find out more about how to submit a proposal, go to the SEC site,, 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.

And, finally, as more shareholders get the right to have their say on corporate pay – I hope they say something.

? 2009, McClatchy-Tribune Information Services.