Executives at several European banks and insurers will be watching anxiously for signs of investor discontent at upcoming annual meetings, as a wave of "no" votes on pay gathers momentum in the financial services sector.
U.K.-listed bank Standard Chartered PLC (STAN.LN), German insurer Allianz SE (ALV.XE) and Italy's UniCredit SpA (UCG.MI) are set to face votes on matters including executive remuneration and the re-election of executives following a year of turmoil in the sector, with many companies struggling to meet tough new regulatory requirements while still repairing balance sheets transformed during the financial crisis.
Whether or not these three companies are exposed to protest votes, the issues have become more important than ever in the sector, with shareholders taking the initiative and seeking to make executives pay for underperformance.
The upcoming AGMs follow a string of volatile meetings, with Aviva PLC (AV.LN) Thursday becoming the latest financial company to suffer the wrath of shareholders when investors rejected its pay report, only the fourth time that has happened to a FTSE 100 company.
Also Thursday, more than 36% of UBS AG (UBS) shareholders voted "no" in the nonbinding poll over pay at the Swiss bank's annual meeting. It was the fourth consecutive year in which a large number of shareholders opposed the remuneration report at the lender, which required government assistance during the 2008 financial crisis.
Some 32% of Credit Suisse Group AG (CS) shareholders opposed that lender's compensation report last week, while nearly 27% of voting shareholders at Barclays PLC (BCS) last week refused to back the bank's 2011 pay report.
Experts say that there is a clear trend and that this is likely to continue. Shareholders are no longer accepting directors' recommendations on voting and are studying exactly what is being proposed--especially when it comes to executive pay, they say.
"People in the past, both institutional and private investors, automatically ticked the 'yes' box, but they are looking more carefully now," said Roger Lawson of the UK Shareholders Association.
"The trend is set to continue and even increase, in particular with remuneration because there is a general social awareness that company executives' pay is growing while everyone else's is shrinking," he added.
The fact that the votes are nonbinding makes it even easier for shareholders to register a "no" vote as a form of protest without any real possibility of the vote backfiring.
However, this may change in the U.K. if a government proposal to give investors binding votes on corporate pay policies, proposed by business secretary Vince Cable, is implemented. The proposal refers to remuneration payable in the future--the recent nonbinding votes have been on last year's pay--and shareholders may be less likely to follow the trend if there is a real chance that directors will have to take cuts.
"At the moment, the board can ignore no votes--if this becomes binding, people are less likely to act like a herd," Lawson said.
A Standard Chartered spokesman declined to comment on whether the bank was expecting a hard time from shareholders at Wednesday's AGM.
"We gear our compensation criteria stringently towards demonstrating long-term performance, and have clearly evidenced this through nine years of record income and profit, both through and after the financial crisis," he said.
Last year's votes for the remuneration report were 7.85% against.
Meanwhile, Allianz shareholders are unlikely to voice a major protest, said Daniela Bergdolt, who represents German DSW retail shareholder association.
"Management remuneration won't be a topic at the Allianz AGM. That's an issue for the Daimler and Volkswagen AGMs, but Allianz management board members earn less than, for instance, Linde management board members."
Instead, shareholders will be wanting more information about the company's investment strategy, such as how Allianz plans to generate the high returns of 5%-6% in the current capital market environment that they have guaranteed to holders of life insurance policies many years ago, she added.
UniCredit couldn't immediately be reached for comment on whether it anticipates any shareholder discontent or if there be any statement on management pay next week when it announces first-quarter results and holds its AGM.
However, CEO Federico Ghizzoni said in March that UniCredit's top management wouldn't receive bonuses for 2011 and that the top 120 managers of the banking group would see their variable pay reduced 60%.
Most observers are also expecting a relatively calm AGM at ING Groep NV (ING), scheduled May 14. The Dutch bank has already responded to previous outbursts of shareholder anger over pay, in particular when top executives received cash and stock bonuses for 2010 despite the fact that the bank was still relying on government support that it received at the height of the financial crisis.
In response, the Dutch Parliament adopted legislation that forbids bailed-out banks from paying top management bonuses, and salaries have remained basically flat at ING and executives didn't receive bonuses for 2011
Tom Muller, an Amsterdam analyst at Theodoor Gilissen, a private bank, said he therefore didn't expect many firework at ING's AGM. "ING can't pay too much, so it won't," he said. Muller said banks will likely be forced to further scale down executive pay in the coming years to reflect the current macroeconomic reality. "Let's hope ING will be the first one to do that," he said.
Experts agree that shareholders don't mind directors getting paid well if the company is performing, and many of the recent protests against pay came as company stock had plummeted in value. Aviva's shares fell 30% over the year, Credit Suisse registered a 42% loss in value, while hedge fund giant Man Group PLC (EMG.LN) had fallen 58% and also received heavy opposition to its remuneration report.
Others point out that there is a difference between short-term and long-term performance, and it may be a stretch to expect shareholders, even institutional ones, to delve too much into the detail before voting.
"Institutional shareholders have already admitted that there is a limitation to the number of companies with which they can actively engage," said Chizu Nakajima, director of the Center for Financial Regulation and Crime, with special responsibility for corporate law and governance at Cass Business School.
"Do you judge performance on just one year's rapid growth or over a several-year period?" she said.
-By Marietta Cauchi, Dow Jones Newswires; +44 207 842 9241; [email protected]
(Ulrike Dauer in Frankfurt, Maarten van Tartwijk in Amsterdam and Giovanni Legorano and Jessica Hodgson in London contributed to this article.)