Investors investigated

November 20, 2012

We’ve wondered before about the validity of the British ‘shareholder spring’ narrative. A few high-profile casualties gave the story drama, but as we showed back in the summer, evidence of a widespread change in thinking was hard to find. KPMG has arrived at a similar conclusion this week.

This morning, FairPensions, a British charity which aims to promote responsible investment, has dug deeper into the behaviour of major institutional investors during that supposedly febrile period, and among the nuggets it has produced is the chart below of voting on contentious pay reports at annual meetings.

There are some questions which crop up straight away. What did BlackRock and Standard Life like so much about the Barclays pay deal that no other investor could spot; why did BlackRock think Martin Sorrell’s potential 500% bonus was a goer; and given that, why did almost everyone think a maximum bonus award of 923% of BP CEO Bob Dudley’s salary was just dandy?

(For the record, BlackRock tells us that it does not comment on voting decisions, and notes its Barclays vote was outsourced over a potential conflict of interest linked to its 2009 acquisition of BGI. Standard Life couldn’t find the right people to comment directly, but a spokeswoman noted public statements that it had been pacified by concessions made by Barclays shortly before the AGM)

In truth, and as FairPensions acknowledges, investors were picking their fights during the UK AGM season, which helps to explain some of the oddities in the above graphic. But it’s fair to ask whether such inconsistencies are helpful in drawing a line under excessive pay deals or promoting the idea of investor stewardship

One of FairPensions’ key gripes is that the investors keep quiet on these and other questions (see the BlackRock response above). Some seek to explain their votes against, but barely any seek to justify their votes in favour of resolutions. Whenever you prod the ‘shareholder spring’ it seems to crumble a little, and the name looks a bit like an insult to the popular revolts which inspired the phrase.

Catherine Howarth, chief executive of FairPensions, thinks people may have over-egged how interested shareholders are in rocking the boat. She told us:

Our research is highlighting an under-discussed problem which is that institutional shareholders actually have no appetite to take on these battles on executive pay. The government’s approach – let’s empower shareholders to take these firms on – is very naïve in the absence of other measures that actually demand investors to be accountable and use these powers in an effective manner.

Fund managers — a handful of activists aside — have no appetite for heroics. They are clearly eager to avoid micro-managing the companies in which they invest, and are content to show publicly their frustrations with Boards only rarely. Expecting them to act as the guardians of ethical capitalism is wrongheaded.

The FairPensions report concludes:

There remains a lack of appetite in some quarters for increased responsibilities, with asset managers and investor trade bodies often resisting attempts to enhance their oversight role… It is therefore time to revisit the assumption that achieving effective shareholder oversight is a simple matter of giving  shareholders better tools to hold company management to account.

Their solution is to head further down the chain; to you and me. Empower individual savers to call asset managers to account, says FairPensions, and you complete the circle. I would worry fund firms and Boards might consider that a nice way of sidestepping their own responsibilities. As our meagre turnout to choose Britain’s first elected police commissioners showed last week, you rely on the unwashed masses at your peril.

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