With the Federal Government yesterday introducing legislation to cap executive golden handshakes at one year’s fixed pay, the Australian Institute of Company Directors have again criticized the move. Despite the legislation merely giving shareholders the right to veto large payouts (boards can still pay departing executives as much as they like with shareholder approval), the AICD was unimpressed, with the Fairfax papers noting the AICD’s argument that the move will limit the ability for companies to attract overseas talent.

The AICD’s claims appear to be of minimal credibility. According to a RiskMetrics study, the vast majority of executives are promoted from within a company, rather than from overseas (only 18 percent of CEO appointments are overseas hires). Moreover, overseas executives who have managed Australian companies have had minimal success.

Telstra recruited American-born Sol Trujillo in 2005 and paid him more than $30 million over four years. During that period, Telstra’s share price slumped by more than 40 percent. The company’s poor performance was partially due to Trujillo’s obstinate stance with government and regulators, culminating in Telstra’s shock exclusion from the National Broadband Network tender process. After Trujillo’s departure, the Telstra board hired an internal Australian successor, David Thodey. Thodey’s fixed remuneration is significantly less than Trujillo’s was.

Other overseas-based CEO’s who failed to impress included AMP’s George Trumbull whose tenure led to a record $5.5 billion write down at the wealth manager. Despite AMP’s performance during Trumbull’s reign, he was rewarded with a $13 million termination payment.

British-born Paul Anthony was CEO of AGL for a little more than a year while the company undertook an ill-fated deal with Alinta and announced a string of profit downgrades. Anthony was sacked by AGL and collected a $5 million golden goodbye.

South African Brian Gilbertson was chosen to run the merged BHP Billiton. He lasted eighteen months before being sacked by the BHP board, led by Don Argus. It is believed that the acquisitive Gilbertson was making forays towards Rio Tinto (in hindsight, not a bad idea) without consulting the board.

John McFarlane and John Stewart, two affable Scots, departed from ANZ and NAB respectively in recent years. McFarlane’s tenure was mired by debacles including Opes Prime, Prime Broker, Centro and Bill Express while Stewart was CEO of NAB while it lost a billion or so investing in US-based collateralized debt obligations.

Then there was CK Chow, whose two-year reign at the once mighty Brambles saw the Australian company’s share price slump by 60 percent. Chow was replaced by an Australian, David Turner.

While not only claiming that attracting overseas ‘talent’ is the reason to prevent shareholders from having a say on termination pay, the AICD also stated that it “remain[s] of the view that the shareholder approval threshold should be changed from one year’s base salary to two years’ total remuneration.”

The difference between the Government’s proposals, and the AICD’s demands are stark.

Under the proposed AICD rules, companies would be able to pay CEOs who departed due to poor performance twice their total remuneration without seeking shareholder approval. Under this policy, Telstra would have been entitled to provide Sol Trujillo with a termination payment of $24 million or Rupert Murdoch could receive $57 million from News Corp. Babcock & Brown’s Phil Green, who oversaw the company’s demise, would have been able to receive more than $44 million.

The Federal Government legislation giving shareholders the power to veto excessive termination payments is long overdue. The AICD are destroying whatever minimal credibility they retain by arguing to the contrary.

Peter Fray

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Peter Fray
Editor-in-chief of Crikey