Friday, April 27, 2012

Barclays facing executive pay protest vote at AGM



Barclays faces a revolt by shareholders angry at the pay of its top executives, when the bank holds its annual general meeting later.

The chairman of Barclays is expected to make conciliatory remarks on the issue.

But BBC business editor Robert Peston expects a 30% vote against executives' pay and 20% against the re-appointment of Alison Carnwarth, who chairs the remuneration committee.

Some investors are angry about high pay when the share price has been falling.

"Your Board recognises and accepts that remuneration levels across the industry have to adjust to the new reality of higher capital and lower returns for the sector," Barclays chairman Marcus Agius is to tell the AGM.

"Your Board is committed to continuing to make progress in realigning distribution of income and profits in favour of shareholders as returns improve."

Barclays chief executive Bob Diamond received a £1.35m salary and a £2.7m bonus for 2011, as well as £2.25m in long-term incentive payments.

The AGM will begin at London's Royal Festival Hall at 11:00 BST.

The meeting is expected to last about two hours, but the results of the votes will not be announced until mid-afternoon.

The key vote will be on resolution two, which calls for investors to approve the bank's remuneration report.

"There are various problems with the remuneration report," said James Bevan, chief investment officer for CCLA, a fund manager specialising in charities and faith organisations.

"Disclosure of executive pay has been relatively nebulous and the remuneration structure is complex, which upsets shareholders.

"The exact value of the awards to the chief executive can't be determined and we really should know what the head of the bank is being paid and why."

Some shareholders are also expected to vote against the re-election of some of the directors on the remuneration committee.

There were concessions made on the bonuses of the chief executive and finance director last week, which satisfied some investors.

Barclays chief executive Bob Diamond and finance director Chris Lucas agreed they would receive only half of their bonuses awarded for last year until certain targets for the bank had been met.

That change was welcomed by Standard Life Investments, which owns 2% of Barclays.

"We are pleased that our key concerns over last year's executive bonuses have been addressed," the fund manager said in a statement.

"Barclays have responded constructively to our concerns and we now intend to support the remuneration report at [the] AGM."

Robert Peston said at the time: "I am told by well-placed sources that between a third and a half of the UK's long-term institutional shareholders - pension funds and insurance companies - will register a protest vote at next week's annual meeting."

He added that many people were more concerned about the structure of Barclays and its reliance on its investment banking arm Barclays Capital.

Ian Gordon, of Investec, said: "As an analyst I'm a lot more interested in 'pay excess' within Barclays Capital than the pay of one or two (very highly paid) executives because it has a far more material impact on the investment case."

The pay of investment bankers, some of who receive more than Bob Diamond, is not included in the remuneration report.

There is almost no chance of there actually being a majority vote against the remuneration report because many of Barclays' shares are owned by institutions, some of the overseas, which are not concerned about executive pay.

"What we're trying to do is get the company to agree to do better next time. Even a small negative vote rocks the boat enough to get non-executive directors to sit up and take notice," said Mr Bevan.

The Institute of Directors (IoD), which represents top executives, acknowledged that pay had become too complicated.

Roger Barker, the head of corporate governance at the IoD, told the BBC's Today programme: "Executive pay over the last decade has just got out of kilter with performance. It's now at the wrong level, it's become very opaque, very complex and we really I think need to get it on a much more sustainable level."

But he said that shareholders had to do more to rein in overpaid executives.

"There are some very encouraging signs, but many shareholders do need to be encouraged to really take their responsibilities seriously. The vast bulk could do much more. It really is their job to get involved in governance, it's their responsibility and they should actually step up to the plate."



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