A report prepared by corporate governance advisory firm, RiskMetrics, has revealed that Australia’s largest companies last year spent $62 million on needless termination payments. The calculation was based on golden handshakes paid to departing CEOs in 2008/09 which were in excess of one year’s fixed salary. Those payments would have been able to be blocked by shareholders if the Federal Government’s proposed legislation regarding termination payments is approved.

Under the current laws, companies are able to pay executives a termination payment (also known as a “golden handshake”) of up to seven times their total remuneration (worked out as an average over the past three years). Therefore, outgoing Telstra boss, Sol Trujillo, would have been able to receive more than $70 million before Telstra shareholders would have been able to veto the payment (despite Telstra shares falling by 30 percent during his tenure).

Even more perverse was the knowledge that had former Babcock CEO, Phil Green, been terminated in 2008, he would have been able to receive a termination payment of $119 million without shareholders approval — Babcock last year lost $5.6 billion and collapsed amidst a sea of debt.

The RiskMetrics report made reference to generous termination payments received by former Santos boss, John Ellice-Flint (who collected $18 million, rather than $2.7 million), John Alexander ($15 million instead of $3.2 million) and Kim Edwards ($4 million rather than $14.4 million). The payment to Alexander was especially curious given he was not actually terminated, but undertook a new role as an executive director of Consolidated Media after the partial buy-out by private equity firm, CVC.

Similarly, the payment to Kim Edwards appeared generous, given only months after his departure, investors shunned Edwards’ preferred former model of paying dividends from borrowed monies and embraced his successor, Chris Lynch’s plan to align the company’s cash flows with its debt obligations.

Not unexpectedly, the Australian Institute of Company Directors (which effectively serves as a trade union for Corporate Boardrooms), told a Parliamentary Committee last week that legislation giving shareholders the right to veto excessive termination payments was “draconian”, and would have the effect of preventing companies from recruiting leading executives.

The Financial Review reported that AICD chairman, John Story, claimed that the proposed legislation had proved to be a disincentive to global executive searches. Perhaps Story (who is currently a director of the poorly performed bank, Suncorp Metway and embattled sugar producer and manufacturer, CSR) should probably remember that foreign CEOs tend to have limited success in Australia. The experiences of George Trumbull, Sol Trujillo and Dawn Robertson should provide more than enough disincentive than allowing shareholders to reject generous golden handshakes to incompetent executives.

As for the legislation being “draconian”, such a claim diminished whatever minimal credibility the AICD manages to cling. The new laws simply seek to provide shareholders with the right, but not the obligation, to reject payments made to departing executives.

Such payments, like the $8.5 million handed to former Oxiana boss, Owen Hegarty, provide absolutely no benefit to shareholders, but represent another grotesque example of agency costs that directors, like John Story, are morally and legally entrusted to prevent.

Peter Fray

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