Shareholders at Barrick Gold, CIBC flexing their say-on-pay muscles

TORONTO – It’s a rare occurrence for the majority of a Canadian company’s shareholders to vote against its executive compensation practices.

But over the past two weeks, investors at two of the country’s major institutions — CIBC and Barrick Gold — have done just that.

Corporate governance experts say it’s encouraging to see investors voicing their concerns, but it’s unclear whether the non-binding say-on-pay votes will result in changes to how Canadian companies pay their executives.

In Canada, say-on-pay votes are non-binding. A total of 147 Canadian firms had adopted the practice by the end of last October, according to a report by business law firm Osler, Hoskin & Harcourt LLP.

That’s in contrast to other parts of the world, including the U.K. and Australia, where companies are legally required to hold say-on-pay votes.

The idea behind advisory votes is that they give shareholders, the owners of a company, the opportunity to communicate with the directors. But opponents contend that determining executive compensation is a complex process best left to directors, who better understand how to incentivize leaders to produce the best results.

On Tuesday, roughly 75 per cent of Barrick Gold (TSX:ABX) shareholders struck down the miner’s executive compensation resolution. The major point of contention was the company’s decision to boost chairman John Thornton’s pay to $12.9 million last year from $9.5 million in 2013, even as its financial performance weakened.

At the company’s annual meeting in Toronto, Thornton said he’s heard the shareholders “loud and clear” and added the company will revamp its approach to executive pay.

It was the second time that Thornton’s paycheque drew the ire of shareholders. In 2013, institutional investors defeated the company’s say-on-pay resolution by more than 85 per cent to protest the $11.9 million signing bonus Thornton received when he was named co-chairman.

On Wednesday, the chief executive of Yamana Gold Corp. (TSX:YRI) said he’ll return special share units he was granted last June after shareholders voted against the miner’s executive compensation resolution.

“We regret this result, although we have clearly understood the message,” Peter Marrone said at the company’s annual meeting in Toronto on Wednesday.

“We do believe in performance, and compensation based on performance. We have already begun a program of engagement with shareholders, and we will ensure that we improve our efforts at demonstrating that alignment of performance and compensation.”

And last week, at a meeting in Calgary, nearly 57 per cent of CIBC’s (TSX:CM) shareholders struck down the bank’s approach to compensation due to rich payouts to two of its former executives. CIBC paid a combined $25 million to its former chief executive and chief operating officer, on top of their existing pensions, after they had already left the bank.

“The issue is: Will these votes lead to cosmetic changes or to substantive changes? That remains to be seen,” said Michel Magnan, the corporate governance chair at Concordia University in Montreal.

Magnan says data from across the globe suggests that shareholders are most likely to vote ‘no’ to say-on-pay resolutions when a company’s stock is underperforming, and executive compensation seems out of whack with the reality.

“When times are good and profits are rolling, and the stock price is doing well, you will rarely see a negative vote, even if the CEO makes lots of money,” said Magnan.

“It’s when times are tougher that you see these votes happening. Typically, it’s when the issue is underperforming and the compensation levels in that firm maybe have not adjusted to the recent level of poor performance.”

Matt Fullbrook, manager of the Clarkson Centre for Board Effectiveness, says Canadian shareholders have traditionally been more trusting than those in the U.S. However, the recent votes indicate that could be changing, and companies will have to do a better job explaining their compensation decisions to investors.

“Sometimes there’s a perfectly intelligent rationale, and the incentives they’ve put in place were just simply not meant to be perfectly aligned, on a year-to-year basis, with shareholder outcomes,” said Fullbrook.

“It’s just very difficult, from an outside point of view, to really understand the complexities of executive compensation. I’m not trying to give these guys a pass, by any means.”