Shareholders, and to this day still believe that good corporate governance is a value adding proposition, as opposed to a cost.
And so they should.
Often times, executives are eligible to receive corporate benefits including life cover, the use of a company car or cash equivalent, medical insurance and such like. Other benefits can include the use of a company jet for personal activities, apartments, and the retention of a personal secretary.
What shareholders typically want to know are details of clauses that may affect the amount of money paid out. If there is a change of control, what happens to stock options? If the CEO's contract is terminated, how much is the company contractually required to pay out?
Excessive payouts to terminate contracts may result in ineffective executives remaining in jobs simply because the company cannot afford to terminate their contract.
The reality is that the advisory vote in many countries rarely results in significant public dissent.
The advisory vote is a chance for shareholders to voice their views on executive remuneration at a company, usually taking the form of a vote on the remuneration report of a company. Whilst the advisory vote is necessarily non-binding, it does provide the company
with an illustration of the views of shareholders on executive remuneration packages.
Shareholders should not ultimately decide executive pay packages - this is the responsibility of the remuneration committee, and ultimately the board.
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