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The Regulation of Executive Compensation

Greed, Accountability and Say on Pay Kym Maree Sheehan, The University of Sydney Law School, Australia
Using the model of the regulated remuneration cycle, and drawing upon evidence of its operation from interviews, voting data and remuneration reports from UK and Australian companies, the book demonstrates whether say on pay can operate successfully to both constrain executive greed and ensure accountability exists for company performance and decision-making.
Extent: 256 pp
Hardback Price: $120.00 Web: $108.00
Publication Date: 2012
ISBN: 978 0 85793 832 9
Availability: In Stock
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In this timely book, Kym Sheehan examines the regulatory technique known as ‘say on pay’ – where shareholders vote on executive compensation in an annual, advisory vote on the remuneration report.

Using the model of the regulated remuneration cycle, and drawing upon evidence of its operation from interviews, voting data and remuneration reports from UK and Australian companies, the book demonstrates whether say on pay can operate successfully to both constrain executive greed and ensure accountability exists for company performance and decision-making.

The Regulation of Executive Compensation is essential reading for corporate governance academics, remuneration consultants, company directors, regulators, pension and superannuation fund trustees and unions. Politicians and their policy advisers, lawyers, accountants and anyone concerned about the corporate governance of listed companies will find much to interest them in this detailed study.
‘Based on extensive interviews with those directly involved in the executive pay setting process – executives themselves, remuneration committee members, remuneration consultants, and institutional investors – this excellent study finally explains how, despite repeated regulation over the past twenty years in both the UK and Australia, limits on the amount executives get paid, and a clear relationship between pay and performance remain as elusive as ever. Dr. Sheehan’s study suggests that by targeting the pay setting process rather than pay itself, regulation may have contributed, albeit unintentionally, to the endless upward ratcheting of absolute levels of executive pay.’
– John Roberts, University of Sydney, Australia

‘For those that believe executive remuneration in the UK and Australia is too high and poorly aligned with company performance, this book provides an excellent analytical framework and strong arguments in favor of greater shareholder oversight of remuneration practices and pay levels. It is well-written, carefully argued and persuasive in its treatment of the subject. I wholeheartedly recommend it.’
– Randall S. Thomas, Vanderbilt University Law School, US
Contents: Preface 1. Greed, Accountability and Say on Pay 2. The Regulated Remuneration Cycle 3. Institutional Investor Rule Making 4. Remuneration Committees 5. UK Remuneration Practice – Best Practice? 6. Australian Remuneration Practice – Best Practice? 7. Disclosure 8. Shareholder Voting 9. Limits of Institutional Shareholders as ‘Regulators’ of Executive Remuneration 10. The Advantages and Limits of Say on Pay as a Regulatory Technique Bibliography Index