Views expressed by Dr Wendy Attwater, Perpetual.
Increased regulation will keep the heat on executive remuneration
The last few months have seen the spotlight shining on executive remuneration more brightly than ever before. The issues are key for all organisations, but perhaps most acutely felt in publicly listed companies. Remuneration managers are treading a fine line between managing within the structures and plans that are currently in place, while at the same time having to understand the changes and provide advice and guidance accordingly. Inevitably there will be increased regulation in this area and organisations will need to adapt to increased governance.
This article summarises some of the current influences on executive remuneration.
Codes of Practise
There have been several Codes of Practise issued, with the 2 most widely publicised being those from the Australian Shareholders Association (ASA) and those from the Australian Institute of Company Directors (AICD)
The ASA guidelines are quite prescriptive, detailing an appropriate percentage mix for the various remuneration package elements, they prescribe specific hurdles for the various package components and prescribe vesting terms. On the other hand, the guidelines from the AICD are principles-based and less prescriptive. They place responsibility for executive remuneration firmly with the board, but strongly encourage the use of independent expert advisers engaged directly by the Board.
Australian Prudential Regulation Authority (APRA)
In response to a growing global concern, the Australian government earlier this year tasked APRA to develop a set of guidelines to address perceived problems in executive remuneration philosophy and practice in prudentially regulated organisations. APRA sought submissions and issued standards due to commence in January 2010. Some of the areas addressed are the increased governance in the area of executive remuneration, as well as the increased significance of risks, controls, capital allocated and the time necessary to reliably measure the business activities. These guidelines will have a major impact on the organisations they cover.
Productivity Commission review
The Rudd Government requested a broad-ranging review of Australia's remuneration framework within industry generally. The review is considering the existing regulatory arrangements that apply to director and executive remuneration, including shareholder voting, disclosure and reporting practices. The review is expected to complement the work already being undertaken by APRA, with the final report due to be delivered in December 2009.
Termination Payments
The Corporations Act will be amended to lower the threshold at which termination payments must be approved by shareholders. Under the change, shareholder approval will now be required for termination payments that exceed one year's average base salary (previously termination payments could reach up to seven times a director's total annual remuneration without the need for shareholder approval). Shareholder approval previously only applied to directors and will now also apply to a number other executives within the organisation. This legislation is due to be presented in the spring sitting of parliament.
Employee Share Plan changes announced in the May budget
Significant changes were proposed to employee share plans in the May budget. These changes were met with vocal and sustained opposition from employers and unions alike and since May there have been several revisions to the changes. At the time of writing the legislation was still in draft, with submissions being received however the plan is for it to be passed in the current spring sitting of parliament.
The changes are complex however the key thrust is related to the taxation of employee share plans, including the elimination of the option to choose to defer tax on shares, introduction of an income tax threshold for eligibility for the $1,000 tax exemption, introduction of a cap for tax deferral under particular salary sacrifice based plans, and an annual reporting regime will be introduced where employers will be required to provide both participating employees and the Tax Office with specific relevant details etc.
So what does this mean for organisations?
One way or the other all organisations will be impacted and so it is critical to understand the changes and how they will impact your particular organisation. The changes are coming quickly. Are you prepared? |