By Lee Su Shyan
Asst Money Editor
sushyan@sph.com.sg

 

IN JANUARY this year, I wrote a column about executive pay.

I said that I realised that CEOs were having a tough time, what with tanking markets, orders drying up, and staff morale at a low, but I hoped that they would rise to the occasion. I wrote: 

"Employees want their bosses to demonstrate a sense of passion about the business, a sense of caring for their staff and, above all, a determination to see them through this storm... A CEO needs to demonstrate that he stands shoulder to shoulder with his people, with his customers, with his suppliers."

More tangibly, I also hoped that the pay packet would reflect any drop in business.

Now the annual reports for the year ended December 31st, 2008 are starting to trickle in, I realise that checking whether people are taking home a lower pay packet is not as easy as it seems. It requires the shareholder to have the annual reports from the past few years at hand. An Excel spreadsheet would come in handy as well!

Generally, the salary and benefits-in-kind disclosed are for 2008. The problem arises when shareholders try to analyse the bonus. 

For some companies, the 2008 report reflects what bonus the CEO is getting for 2008. That is straightforward because it can be compared with the profits for 2008 and shareholders can get an idea of how well the CEO has been paid.

But for other companies, the amount shown is what has been PAID in 2008. And what has been paid last year relates to the company's performance in earlier years. So although the company's profits have dived in 2008, the CEO looks as if he is still taking home a generous pay cheque, even though it is relating to previous boom years.

It is thus difficult to get a sense of how the CEO is getting paid relative to his performance, especially if the bonus relates not just to 2007, but covers the quieter years of 2005 and 2006.

The shareholder is none the wiser as to whether the CEO is still getting paid as much for a worse performance in 2008. He will only get an idea next year, much too late then to kick up any fuss.

Making it even more laborious for a shareholder to do any analysis is that companies usually don't print in the 2008 report what the CEO received in 2007. So shareholders will have to rummage around for the old 2007 report to see what he was paid then and try and put two and two together. Most shareholders are unlikely to pursue the matter further.

Still, I'm not advocating more disclosure, just better quality disclosure. Apparently in the US, disclosure of the pay for CEOs and their boards can cover anything from 20 to 50 pages of the annual report! And that apparently doesn't translate to it being that much clearer! That is certainly one practice from the US we don't need to emulate.

Shareholders are frankly only interested in the bonus that a CEO is going to get for his performance in 2008. If the bonus in the annual report only relates to past years' performances, companies should improve that disclosure.

One way would be to tell shareholders what the CEO's bonus for 2008 is going to be. This could take place during the annual general meeting season - which is starting soon. If the number has not been finalised, a ballpark number will do.

It is, after all, these details that reflect the spirit of good corporate governance.