CBA’s discretionary pay ploy lacking in valour

by | Nov 9, 2011 | Business

It was the final annual general meeting for Commonwealth Bank chief Ralph Norris yesterday and it is fair to say the gritty New Zealander left our biggest bank in better shape than he found it.

Impregnable in fact. It cannot fail, now explicitly underpinned by government as it is, and as are its peers. Except in the most calamitous of circumstances – an albino black swan event if you like – the bank cannot go bust.

As for its executives, they wouldn’t lose any sleep even with the Apocalypse in full swing. We know they are well looked-after because the CBA board has shown its preparedness to toss out shareholder-approved deals and exercise its “discretion” to change the terms of their pay.

Thankfully, a few of the shareholders were onto this at the annual meeting yesterday. The CBA remuneration report attracted a 14.4 per cent vote against it.

And that was despite two of the three proxy advisors missing the detail, buried as it was deeply in the disclosure materials.

For those who missed it: on top of their other ample remuneration, executives could win another $36.1 million in long-term incentive money if they exceeded certain “customer satisfaction” benchmarks. They failed to meet their targets but got their hands on $8.5 million of the pool anyway as the board decided to use its “discretion” and change the benchmarks three years later.

The public interest in this issue cannot be over-stated. If company boards are allowed by institutional shareholders – who control the big super pools of other peoples’ money – to simply change the terms of their pay arrangements because they failed to beat their own performance hurdles we are on a slippery slope indeed.

It’s a shoddy effort from Australia’s biggest bank, especially as the management rewards are already excessive for presiding over a virtual utility where the risk of failure is close to zero.

Sadly, by not voting down this remuneration report, institutional shareholders have sent a message to the companies they invest with: “Don’t worry too much about whatever arrangements we had in place. You can always change them if it suits you”.


Michael West

Michael West

Michael West established to focus on journalism of high public interest, particularly the rising power of corporations over democracy. Formerly a journalist and editor at Fairfax newspapers and a columnist at News Corp, West was appointed Adjunct Associate Professor at the University of Sydney’s School of Social and Political Sciences. You can follow Michael on Twitter @MichaelWestBiz.

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