The Shareholder ForumTM


"Say on Pay" Proposals

Forum Home Page

"Say on Pay" Home Page

Program Reference


IR Magazine, January 19, 2010 article


Crossbow logoPeople on the street

Investors want pay info from execs, not RiskMetrics

Jan 19, 2010

The Shareholder Forum lets some companies in on phase two of its survey

The Shareholder Forum is kicking off the next phase in its crusade to uncover the criteria and information sources that investors want to use when voting on executive compensation. This time several companies are being invited to include their own sub-samples of shareholders and compare their results against the main sample of institutional investors.

Phase one of the Shareholder Forum's say-on-pay survey, which was sent to a range of professional investors including members of the New York Society of Security Analysts and the Council of Institutional Investors, cast up two clear and somewhat surprising conclusions when the results were announced in December: Most investors want to know what directors have done to align executive pay with corporate strategy rather than whether it conforms with guidelines from third-party experts; and they want to get facts and explanations straight from management rather than from proxy advisers like RiskMetrics.

In phase two of its compensation survey, now in preparation, the Shareholder Forum will probe for more detail about what information companies should give investors for their decisions about say-on-pay advisory votes as well as stock plan approvals.

'Investors have said they want information that's higher in value than proxy recommendations but quicker and easier to understand than the CD&A, and they want it directly from companies. The next phase of the survey will help corporate executives more clearly define that demand,' says Gary Lutin, founder of the Shareholder Forum.

Lutin is inviting up to five companies to have the Forum distribute the new survey to samples of their own shareholders in addition to the broader sample. They'll be able to compare their own results against those from the main survey.

The Shareholder Forum recently helped with a similar company-specific analysis for Aktionaersforum Siemens. This German shareholder forum, which is modeled on the corporate programs conducted by Lutin's US-based Shareholder Forum, surveyed Siemens investors with the Shareholder Forum helping on the US side. Eric Nowak, chairman of Aktionaersforum's supervisory board, is a member of the Shareholder Forum's policy review board. As IR magazine recently reported, Aktionaersforum plans to set up similar programs for other companies.

By Neil Stewart





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.

The organization of this Forum program was supported by Sibson Consulting to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of performance leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.