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For the Schering-Plough press release and other reports referenced 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


Newark Morning Ledger/, October 29, 2008 article

With Ed Silverman

Schering-Plough To Survey Shareholders On Pay

Eager to appease anxious shareholders, the drugmaker quietly disclosed plans to mail a ’say on pay’ questionnaire to shareholders with its 2009 proxy. And the results will be available in the compensation, discussion and analysis section of the 2010 proxy statement.

“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,” Pat Russo, who chairs the board’s nominating and corporate governance committee, says in a statement, which is tucked away on the Corporate Governance page of the Schering-Plough web site.

The survey stops short of the advisory vote on compensation offered by some US companies, but may benefit investor relations, IR magazine notes. Although Paul Hodgson, senior research associate with The Corporate Library, says this is 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 tells the mag. “It is true also that it is a good follow-on from their seeking input on majority voting in 2006.”

Presumably, Schering-Plough is hoping to head off annual votes, although the company did not indicate how often it intends to conduct its pay survey, according to the Risk & Governance blog. A questionnaire should give the compensation committee more nuanced information than an up-or-down vote and would take proxy advisors out of the equation.

Good first steps aside, we do wonder how the subject of options and bonuses given Hassan will be handled, and how shareholders will react (see back story here and here).

Rich Koppes, a former general counsel at Calpers, the California Public Employees Retirement System and now running a program at Stanford Law School, will oversee the process and report survey results.


© 2007- 2008 Newark Morning Ledger Co.




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