Say on Pay: Do Shareholders Care?

53 Pages Posted: 25 Jan 2016 Last revised: 7 Nov 2018

See all articles by Carsten Gerner-Beuerle

Carsten Gerner-Beuerle

University College London - Faculty of Laws; European Corporate Governance Institute (ECGI)

Tom Kirchmaier

London School of Economics - Centre for Economic Performance; Copenhagen Business School

Date Written: June 25, 2018


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

Suggested Citation

Gerner-Beuerle, Carsten and Kirchmaier, Tom, Say on Pay: Do Shareholders Care? (June 25, 2018). FMG Discussion Paper DP751, European Corporate Governance Institute (ECGI) - Finance Working Paper No. 579/2018, Available at SSRN: or

Carsten Gerner-Beuerle (Contact Author)

University College London - Faculty of Laws ( email )

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European Corporate Governance Institute (ECGI) ( email )

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Tom Kirchmaier

London School of Economics - Centre for Economic Performance ( email )

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United Kingdom
+44 207 955 6854 (Phone)


Copenhagen Business School ( email )

Solbjerg Plads 3
Frederiksberg C, DK - 2000

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