Business @ AsiaOne

Disclose CEO's and directors' actual pay, not bands

It is puzzling to me why so many Singapore companies continue to show CEO pay in bands. I fail to see what downside there will be if companies disclose the exact amounts.

Thu, Apr 03, 2008
The Business Times

I REFER to the article 'Montefiore earned $1.25-$1.5 million last year' (BT, March 26).

It is puzzling to me why so many Singapore companies continue to show CEO pay in bands. Yes, the Singapore Code of Corporate Governance recommends bands, but it does not stop companies from going beyond the bands to disclose actual pay.

I fail to see what downside there will be if companies disclose the exact amounts, especially for companies which pay their CEOs million-dollar packages.

What is the difference between disclosing that a CEO was paid, say, $1.35 million, compared with disclosing that he was paid $1.25- $1.5 million?

Perhaps a $250,000 band will help effectively disguise the real pay for CEOs drawing relatively smaller amounts, but it really does little to disguise the pay for CEOs drawing million-dollar packages.

Of course, there are still companies which say that their CEO is paid '$500,000 or more'; how much more is left to shareholders' imagination.

To help us further close the gap in disclosure between Singapore and all the other developed markets, perhaps disclosure of actual pay levels should be made mandatory for pay exceeding, say, $1 million at this point.

Disclosing whether by bands or by stating actual amounts ought not to make much difference to such companies and their CEOs, and surely we should not accept a disclosure of '$500,000 or more'.

Research by the Corporate Governance and Financial Reporting Centre shows that, based on the 617 latest annual reports up to the year ending March 31, 2007, only 23 companies disclosed exact CEO remuneration. Only 39 companies disclosed exact fees for each non-executive director (NED) by name. For non-executive directors, bands of $250,000 are largely meaningless when most NEDs draw fees in the tens of thousands.

When the ACGA-CLSA Corporate Governance Watch 2007 was published last year and showed that Singapore had slipped to second place behind Hong Kong, a few people asked me: 'How can that be? How can we be behind Hong Kong?'

There are actually several areas where we are now behind Hong Kong, and remuneration disclosure is one of them. The listing rules in Hong Kong have, since 2005, required companies to disclose the remuneration for each individual director by name.

With recent questions about possible links between pay practices and the sub-prime crisis (and also with large foreign exchange losses), remuneration levels and policies are likely to receive more attention - including in Asia, where it has up to this point not been on the radar screen of institutional investors.

In the area of definition of 'independent director' and how we enforce it, we are also behind Hong Kong. Risk management receives much more emphasis in the Hong Kong Code of Corporate Governance Practices than in the Singapore Code.

Finally, there are a number of corporate governance disclosures and practices which Hong Kong has made mandatory, but which we consider voluntary. So, when the next ACGA-CLSA report comes out, we may have to make do with being No 2 again - or, worse, falling behind other countries too.

Mak Yuen Teen
Singapore

 
 
 
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