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For the Schering-Plough press release and additional company comments reported in the article below, see

Note: Although Schering-Plough subsequently agreed to be acquired by Merck, they nevertheless conducted the survey on the sold company's report of past executive compensation. For their summary of survey results and the form that was delivered to shareholders with the proxy statement, see


Investor Relations Magazine, October 29, 2008 article


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Schering-Plough tries ‘say on pay’ survey


Oct 29, 2008


Move stops short of a formal proxy vote

As the financial crisis fixes fresh focus on executive compensation, Schering-Plough has announced a plan to mail a ‘say on pay’ questionnaire to shareholders. The survey, which will go out with the company’s 2009 proxy statement ahead of a late May annual meeting, stops short of the advisory vote on compensation offered by a few US companies including Aflac and Verizon, but may benefit investor relations.

‘This survey is evidence of our commitment to seek and consider shareholder input, as we did in 2006 with the shareholder survey on majority voting for directors,’ said Pat Russo, chair of Schering-Plough’s nominating and corporate governance committee, in a notice detailing the plan.

Shareholders’ views on executive and director pay will inform future work of the compensation committee and the board, and will be discussed in the compensation, discussion and analysis (CD&A) section of the 2010 proxy statement, the company says. Rich Koppes, a former general counsel at CalPERS who is currently co-directing the executive education program at Stanford Law School, will oversee the process and report survey results.

Paul Hodgson, senior research associate with The Corporate Library, calls the move a good first step to gauge interest. ‘This is a very interesting move, particularly the offer to include shareholder comments in the CD&A,’ he says. ‘It is true also that it is a good follow-on from their seeking input on majority voting in 2006.’

In a comment posted to an internet shareholder and governance forum moderated by investment banker Gary Lutin, Timothy Smith, senior vice president of Walden Asset Management, said the move was ‘another act of corporate governance leadership’ by Schering-Plough. Still, he said felt it was time for all shareholders at Schering-Plough and beyond to have an official vote on pay like they do on directors and auditors.

Schering-Plough posted an announcement about the survey in the corporate governance section of its company website. In an e-mail message, Susan Wolf, the company’s corporate secretary, vice president-corporate governance and associate general counsel, said the news was also sent to shareholders who have registered interest in the pay issue. She added that the decision to solicit views is an initiative of the CEO and other board members, and was not the product of negotiations with a shareholder.

Anna Snider


© copyright 2008 Cross Border Ltd




This Forum program is open, free of charge, to anyone concerned with investor interests relating to shareholder advisory voting on executive compensation, referred to by activists as "Say on Pay." As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

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