Based on a review of UK experience, advisory shareowner votes on executive compensation policies (“say on pay”) appear practical for adaptation in North America and other markets. They represent a lever that could strengthen both boards and shareholders in the quest to better align top corporate pay with performance. But they are hardly a panacea on their own. They are likely to spur dialogue between boards and shareholders. However, market parties in the UK—which pioneered the advisory vote concept — remain concerned that boards and investors are each falling short of success in tethering pay to performance. US players may be able to adjust advisory votes to avoid flaws evident in the UK. Indeed, turning advisory votes into a value-driving tool in the US could involve fitting the practice into a package of accountability reforms. Further, boards, shareholders, and service providers face the challenge of hard-wiring material changes in their operations to get ready for advisory votes.
Does "Say on Pay" Work? Lessons on Making CEO Compensation Accountable,
Available at: https://scholarship.law.columbia.edu/global_markets_corporate_ownership/31