Transparency on executive remuneration has pushed up the cost, director Tony Carter says

Executive remuneration is a thorny issue with the increasing gap between the pay packets of bosses and their workers causing protests and shareholder dissent globally.

An unintended consequence of more transparency over executive pay has been a rising corporate wage bill, says professional director Tony Carter.

Executive remuneration is a thorny issue with the increasing gap between the pay packets of bosses and their workers causing protests and shareholder dissent globally.

Carter, who chairs the Air New Zealand [NZX: AIR] and Fisher & Paykel Healthcare boards and is a director of ANZ Bank New Zealand and Fletcher Building, told those attending the NZ Shareholders' Association annual meeting over the weekend that the trend for wider disclosure on executive remuneration was, in the main, a good thing because shareholders have a right to know.

But the unintended consequence is that executives get to see what their counterparts at other companies are paid. You can be sure Air New Zealand chief executive Christopher Luxon knows what his counterparts at Qantas and Virgin Australia are being paid, he said.

"This openness has had the impact of increasing executive remuneration," Carter said. "Company A pays a salary to its CEO and company B sees that and increases its pay and the pressure comes back on company A to respond," Carter said.

Executive remuneration is typically made up of three components - fixed salary, short-term bonus usually paid in cash, and long-term incentives usually paid in shares to align management's interests with those of other shareholders. They can get complex as Luxon's current remuneration package shows.

Luxon got a $70,000 pay rise to his based fixed salary during the year to $1.47 million after the airline made record profits and $120,000 in superannuation. He was paid a short-term bonus of $1.62 million compared with $1.54 million in 2015 and under the long-term incentive plan he received performance right shares worth a total $808,500 compared with $770,000 the prior year.

In addition, under a six-year restricted share rights plan started this year aimed as a further incentive to retain his services for a long time, Luxon will receive share rights based on half his fixed pay. The amount is at the board's discretion and is tied to meeting performance hurdles. Vesting rights for the shares only kick in if he remains with the airline at vesting periods between 2017 and 2021. The restricted share rights granted this year were worth $700,000.

According to the accounts, Luxon owns or has a beneficial interest in 1.67 million shares but has to retain 618,504 as a mandatory shareholding in order to exercise any options of performance rights under his long-term incentive scheme.

How does his total $4.7 million remuneration package stack up against his counterparts? Alan Joyce at Qantas got a A$1 million pay rise this year to a total A$12.96 million after turning around the Australian airline's fortunes while some shareholders baulked at John Borghetti's A$3.7 million statutory pay and granting of share options after Virgin Australia plunged to a A$225 million full-year loss following restructuring of its business and fleet.

Carter said his key message is that companies have to attract and retain the best talent and that means paying them competitive salaries.

Board remuneration committees often end up being the "meat in the sandwich" trying to strike the right balance between executives looking at what others are paid overseas and shareholders concerned boards are being too generous with their money, he said.

New Zealand only has a small pool of people with the skills to be chief executive of larger listed companies and they have a range of options within the country and offshore, Carter said.

Executive pay is also lower in New Zealand than in Australia and Australia is behind the rest of the world, as executives are quick to point out, he said.

"To get Luxon back here from Unilever in North America we had to be competitive with what he earned there," he said.

"Shareholders may not like it but the alternative is you may end up employing the B team and the results of that will be much worse for all shareholders," he said. "Pay peanuts and you get monkeys."

Carter also said shareholders were unfairly focused on percentage increases for director fees rather than the overall dollar amount.

While he says he's paid fairly ($267,000 per annum for the Air New Zealand chairmanship alone), his directorships are on larger listed companies. He says fees paid to directors of medium-sized companies are too low to attract the people needed to govern them well.


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