Say on Pay: Do Shareholders Care?

Abstract

This paper examines the impact of enhanced executive remuneration disclosure rules and the introduction of dual voting rights under UK regulations of 2013 on the voting patterns of shareholders. Based on a hand-collected dataset of the pay information disclosed by FTSE 350 companies from 2013-2017, we establish that shareholders guide their vote by top line salary figures and the recommendations of proxy advisors. We do not find any evidence that they assess the structure of a company’s remuneration policy comprehensively or penalise badly structured policies with their binding policy vote. Our results challenge the merits of imposing additional reporting costs on firms and introducing complex say on pay regulations.

Keywords: Executive remuneration, say-on-pay, disclosure regulation, shareholder voting

JEL Classification: G34, G38, K22