Every 30 years or so, the government has a crack at bringing businesses to heel – usually in the wake of a scandal.
In the 1980s it was Asil Nadir’s Polly Peck and the late Robert Maxwell who prompted a series of corporate governance reforms. Sports Direct and BHS are the poster children of this new crackdown and some of the measures contained in the Green Paper are designed with those miscreants in mind.
Will today’s proposals succeed in changing the culture and practice of a corporate world perceived by the prime minister and others to be working for the few rather than the many?
Twenty years ago the average chief executive made 40 times as much as the average worker – now that ratio is 130 according to the High Pay Centre.
Publishing these ratios firm by firm will shine a greater light on this inequality, but it will also throw out some odd results. Under this test, Goldman Sachs will look like a more equitable company than John Lewis thanks to the very high pay of the average banker. (Around £400k if you are interested).
It’s also unclear what companies will do. Massively reduce the chief executive’s pay or massively increase the average worker’s pay? It’s worth being clear that although shareholders sometimes balk at chief executive pay, they would rather overpay one person than see profits redirected into the pockets of the rank and file.
We already know that the government is not proposing putting real workers on boards – despite more than once giving the impression it wanted to.
Having a workers’ representative in the remuneration committee is an interesting idea, as it is in this subcommittee of existing directors that the formulas are concocted that can spit out vast salaries even in the face of poor company performance.
The problem is that these formulas are often based on relative rather than absolute performance.
In the case of BP, the company lost £3.5bn the year Bob Dudley picked up £14m in pay and bonus. But hey, it wasn’t HIS fault the oil price crashed and the company had to pay out $60bn in compensation for an accident that happened before he arrived.
Binding annual votes on pay could make an enormous difference as Bob Dudley would not have been able to pocket that money in the teeth of 59% of shareholders. Even here, shareholder votes may clash with contract law if the company cannot deliver the pay packet it agreed with the chief executive.
The failure of BHS casts a long shadow over the corporate landscape and yet this Green Paper gives little emphasis on amplifying the voice of pension scheme members.
Perhaps that is because the government realises that danger lurks here. If pension trustees can actually block proposed takeovers (as some have been calling for after the disastrous BHS acquisition by Dominic Chappell) many businesses that have defined benefit pension schemes could become unsellable, zombie-like entities which can’t be bought, can’t invest and slowly decay.
I remain unconvinced that these loose proposals – even if made mandatory – could have prevented the collapse of BHS.
Ultimately, the success or failure of this crackdown will depend on how much is voluntary and how much is mandated. Today’s Green Paper and the comments of the business secretary suggest that the government wants to encourage rather than impose a new approach. That will be seen by most as a far cry from the fighting talk of Theresa May’s early days.
Source: BBC News