Should Shareholders Have a Greater Say Over Executive Pay?: Learning from the Us Experience

40 Pages Posted: 10 May 2001 Last revised: 2 May 2017

Brian R. Cheffins

University of Cambridge - Faculty of Law; European Corporate Governance Institute (ECGI)

Randall S. Thomas

Vanderbilt University - Law School; European Corporate Governance Institute (ECGI)

Multiple version iconThere are 2 versions of this paper

Date Written: 2001

Abstract

Executive pay arrangements in Britain's publicly quoted companies have been subjected to much criticism in recent years. Proposals that shareholders should have a greater direct say over managerial remuneration have been a byproduct of the concerns expressed. Debate on this point, however, has been largely speculative. This is because there is little evidence available in the UK indicating how shareholders would exercise any new powers they might be given. This paper addresses the evidentiary gap by drawing upon the experience in the United States, which offers much potentially valuable data.

In the United States, the two primary circumstances where shareholders vote on executive pay issues are where a stock option plan is put forward for approval and where a shareholder proposal has been made pursuant to US securities laws. Empirical studies reveal that American investors use the powers they have in a discerning fashion. At the same time, though, shareholder voting probably only operates as a potential check when pay arrangements deviate far from the norm. With respect to Britain, these findings imply that implementing the shareholder-oriented reforms that have been canvassed recently would fail to address fully the concerns raised by critics of executive pay.

JEL Classification: K

Suggested Citation

Cheffins, Brian R. and Thomas, Randall S., Should Shareholders Have a Greater Say Over Executive Pay?: Learning from the Us Experience (2001). Vanderbilt Law, Joe C. Davis Research Paper No. 01-6. Available at SSRN: https://ssrn.com/abstract=268992 or http://dx.doi.org/10.2139/ssrn.268992

Brian R. Cheffins (Contact Author)

University of Cambridge - Faculty of Law ( email )

10 West Road
Cambridge, CB3 9DZ
United Kingdom
+44 1223 330084 (Phone)
+44 1223 330055 (Fax)

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

Randall S. Thomas

Vanderbilt University - Law School ( email )

131 21st Avenue South
Nashville, TN 37203-1181
United States

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

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