How to boost shareholder support for your Remuneration Report
07/03/2022
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Many company directors have commented that votes they have received for their remuneration reports do not reflect the extent that investors believe remuneration is appropriate. Rather, investor remuneration report votes reflect the extent that investors are satisfied with the year’s total shareholder return (TSR) performance.

We have again put this to the test.

Guerdon Associates has continued their annual study of remuneration report votes to determine the extent that company performance is behind voters’ actions, rather than an aspect of remuneration per se.

We explored potential relationships between the percentage of votes against the remuneration report, Total Shareholder Return (TSR), Total Assets, and Return on Equity (ROE), over a period of 10 years for the ASX 300.

In previous articles by Guerdon Associates (see HERE, HERE, HERE and HERE), similar analyses were undertaken. This analysis builds on prior studies with the addition of 2021 annual general meeting (AGM) and performance data.

Two statistically significant relationships were found:

  1. TSR was found to be negatively related to votes against the remuneration report while
  2. Larger companies, with relatively higher total assets, were found to be positively related to votes against the remuneration report.

While ROE would be a logical measure, we are yet to observe it to have an impact on shareholders’ remuneration report vote.

These results are consistent over ten years of data.

Analysis

Guerdon Associates has utilised data for votes on remuneration reports for ASX 300 companies from 2012 to 2021 to calculate a percentage of votes against the remuneration report.

The TSR, Total Assets and ROE for the financial year prior to the AGM were also used.

TSR is the payoff a shareholder has received over the prior year. Total Assets serves as a control to measure differences in companies’ size. ROE represents the return on equity, and represents a measure of shareholder return that is not impacted by market sentiment.

These metrics represent the independent variables that were regressed against shareholders’ remuneration “no” vote percentages. That is, statistical analysis was conducted to determine the extent that TSR, Total Assets, and ROE each have on the extent of remuneration report “no” votes.

Higher TSR, lower “no” votes

Consistent with the previous analyses, TSR for the year up to the AGM was shown to have a negative impact on votes against the remuneration report. This means that a lower TSR will increase the chance of a vote against the remuneration report. The outcome suggests that shareholders receiving a lower return would be more likely to express their dissatisfaction with the company’s board by voting against the remuneration report.

This effect has a p-value of 0.000006, meaning there is only a 0.0006%, or 6 cases in 1,000,000 that this is coincidental.

When dividing the TSR into 10 groups based off their decile, the trend stays the same.

Figure 1: TSR Groups & Average Votes Against Remuneration Report

The average votes percentage against the remuneration report is declining steadily as the TSR percentile increases. A company that falls in a higher percentile of TSR in a given year is less likely to receive votes against the remuneration report. The trend is consistent except for companies that fall between the 40th and 70th percentiles. These outliers are not significant enough to affect the overall result.

This trend shows the same effect as is seen in the regression analysis, which should be taken as further evidence of the strong relationship between TSR and votes against the remuneration report.

Total Assets – bigger is not better for remuneration vote support

Total Assets were again included to test the idea that being larger makes it more likely for shareholders to vote against the remuneration report. Total Assets were collected for the financial year prior to the AGM.

Consistent with the previous analysis, Total Assets were found to be statistically significant and to be positively related to the proportion of “no” votes. Therefore, the more assets the company has, the more likely a vote against. This effect has a p-value of 0.000007, meaning there is only a 0.0007%, or 7 cases in 1,000,000 that this is coincidental.

Therefore, larger companies will have more of a struggle than smaller companies to prevent votes against their executives’ remuneration packages, even if they have similar annual TSRs.

The following scatter plot presents Total Assets against the proportion of votes against the remuneration report with the trend line being upward sloping. Note that the scale of the X axis is logarithmic thus creating the appearance of a curve.

Figure 2: Total Assets & Votes Against Remuneration Report

ROE

ROE is a metric that executives have more control over compared to the market sentiment that drives annual TSR.

Regressions between ROE and votes against the remuneration report were found to be insignificant. That is, no strong relationship was found between votes against the remuneration report and ROE over multiple years. The lack of a relation ship is consistent with the previous years’ analyses.

Yearly Trends

No significant relationships were found between different financial years and votes against the remuneration report. This is consistent with the previous analysis and reinforces the importance of annual TSR and Total Assets in the vote on the remuneration report.

Figure 3: Yearly Average and Median Votes Against Remuneration Report

The median votes against the remuneration report are fairly stable across all years. The average votes against are also fairly stable with the largest changes seen in 2018 and 2020. As the median is significantly lower than the average, a small number of companies are attracting large no votes.

The increase in 2020 is most likely COVID-19 related. For some companies, TSR had not fully recovered from the February 2020 sell-off. Companies which received government support (e.g. JobKeeper) and proceeded to pay incentives attracted high votes against the remuneration report. The reversal in 2021 is related to the absence of these issues. See HERE for the impact of COVID-19 remuneration adjustments on votes against the remuneration report.

Conclusion

Findings were consistent with the previous analyses.

TSR is negatively correlated with “no” votes. Weak TSR results in higher “no” votes while strong TSR results in lower “no” votes.

Company size, by way of total assets, is positively correlated with “no” votes. Larger companies have more difficulty minimising the number of votes against their remuneration report compared to smaller companies.

Good ROE performance is overshadowed by TSR when it comes to remuneration report votes.

In conclusion, the analyses tend to support the contention by many company directors that votes against their companies’ remuneration reports are not about whether remuneration is appropriate, but TSR.

Methodology

To analyse the effect of Total Shareholder Return (TSR) on pay voting outcome, we considered companies in the S&P/ASX300 and applicable financial measures. Voting outcomes were sourced from Bloomberg and relevant disclosures. We only examined companies that held AGMs to vote for the adoption of remuneration reports between 2012 and 2021, which reduced total observations to 2143.

The best regression found was:

Votes_Againsti = α + β1*TSRi + β2*Assetsi + β3*ROEi + β4*2013 + β5*2014+ β6*2015+ β7*2016+ β8*2017+ β9*2018+ β10*2019 + β11*2020 + β12*2021  εi

i = 1,…, N

where Votes_Againsti is a logit transformation (the natural logarithm of x/(1-x) where x is the votes against). TSRi was taken as a one-year total shareholder return up to the AGM date. Assetsi was Total Assets and ROEi was Return on Equity of the ith company respectively, with N = 2143 observations. The years within the equation serve as dummy variables and refer to the financial year end.

Companies with a financial year ending in December have not been included in the 2021 data as there have yet to be meetings for these companies. This may create some skews in the 2021 data that are unavoidable at this point in time.

© Guerdon Associates 2022
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