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The opposition's opening remarks
Oct 20th 2009 | Nell Minow
Excessive executive compensation of the past decade is both a symptom and a cause of the current economic mess. And the post-meltdown awards are all but guaranteed to continue to create perverse incentives that will reward management and further damage the interests of shareholders and every other participant in the economy.
Incentive compensation rewarded executives for the quantity of transactions rather than the quality of transactions. It inevitably led to failures like the subprime disaster次贷危机 and the dominoes it toppled as it took the economy down with it. Worst of all, the avalanche of post-bailout bonuses and departure packages like the $53m Ken Lewis got from Bank of America have severely damaged the credibility of Wall Street and the American financial markets as a whole. The billions of dollars of losses do not come close to the reputational hit to American capitalism, which will increase the cost of capital for all US companies.
Panglossian过分乐观主义者 observers will always be able to find some metric to justify any level of pay. But the results speak for themselves. The decisions that led to the meltdown were made by executives who knew that they would be paid tens, even hundreds of millions of dollars no matter how successful the consequences of those decisions.
Let us look at ground zero of the subprime mess, Countrywide, where Angelo Mozilo made more than$550m during his time as CEO. When the compensation committee tried to object to his pay levels, he hired another compensation consultant,paid for by the shareholders, to push them into giving him more. He also pushed for, and was given, shareholder subsidies, not just for his wife's travel on the corporate jet but for the taxes on the imputed income from that travel. Instead of telling Mr Mozilo that he had no business asking the shareholders to subsidise资助 his taxes, the board meekly signed off on it, making it clear to everyone in the executive suite that the pay-performance link was not a priority.举例子
By the end of 2007, when Countrywide finally revealed the losses it had previously obscured, shareholders lost more than 78% of their investment value. Meanwhile, in early 2007 Mr Mozilo sold over $127m in exercised stock options before July 24th 2007, when he announced a$388m write-down on profits. Before the bailout, Countrywide narrowly avoided bankruptcy by taking out an emergency loan of $11 billion from a group of banks. Mr Mozilo continued to sell off shares, and by the end of 2007 he had sold an additional $30m in exercised stock options股票期权.There is the definition of outrageously残暴的 excessive compensation.
Countrywide responded to a shareholder proposal that year asking for a non-binding advisory vote on its pay plan by urging shareholders to oppose it because "Countrywide has been an outstanding performer" and because"The Board's Compensation Committee has access to the best informationon compensation practices and has a thorough process in place to determine appropriate executive pay." They could hardly have done worse. And it is likely that some market feedback on the structure of the pay plan could have given compensation committee members Harley W.Snyder (chair), Robert J. Donato, Michael E. Dougherty and Oscar P.Robertson worthwhile guidance.
Michelle Leder of the indispensable Footnoted.org website discovered that Frank A. Keating,Charles T. Maxwell and Frederick B. Whittemore, the compensation committee at Chesapeake Energy, not only paid the CEO, AubreyMcClendon, $100m, a 500% increase as the stock dropped 60% and the profits went down 50%, they spent $4.6m of the shareholders' money to sponsor a basketball team of which Mr McClendon owns a 19% stake, they purchased catering services from a restaurant which he owns just under a half of, and they took his collection of antique maps off his hands for $12.1m of the shareholders' money, based on a valuation from the consultant顾问 who advised Mr McClendon on assembling the collection. The board justified this by referring to Mr McClendon's having to sell more than $1 billion worth of stock due to margin calls, his having concluded four important deals and the benefit to employee morale from having the maps on display in the office. A market-based response wouldbe: (1) that was his risk and it is inappropriate不相称的 to the point of misappropriation盗用 to force the other shareholders, already substantially out of pocket with their own losses due to his poor leadership of the organisation, make up for his losses (2) if the deals are good ones, he will be adequately rewarded when the benefit of those deals is reflected in the stock price; and (3) you have got to be kidding. If this is pay for performance, what exactly is the performance we are paying for?
These may be anecdotes, but they are illuminating ones. The numbers and details may be at the extreme, but the underlying approaches are representative. Even as outliers极值, they still demonstrate the failure of the system to ensure a vigorous, arm's-length system for determining pay and the inability of the system to require an effective incentive programme with a genuine downside as well as an upside.
In my comments, I will discuss the seven deadliest sins of executive compensation, the two key elements that are essential for any plan that merits support from investors and the only metric that matters in looking at pay.
MY COMMENTS:
The main idea of this issue can be conclude with two sentences below:1.CEOs often line their pockets use their rights, wether they do a good performance or not; 2.If the deals are good ones, he will be adequentely rewarded when the benefit of these deals is reflected in the stock price.
Balanceing these two people's reasons, I think CEOs actually deserve their pay given by the excutive pay plan. However CEO ordinary get more than that. The should think more about the cprporation which he got pay from. That is so-called responsibility. |
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