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Does Say on Pay Matter? Evidence from Germany

Author

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  • Tröger Tobias H.

    (Professor of Private Law, Trade and Business Law, Jurisprudence, Goethe University, Frankfurt am Main. Program Director Corporate Finance and Corporate Governance, Research Center Sustainable Architecture for Finance in Europe (SAFE). Research Member European Corporate Governance Institute (ECGI).Germany)

  • Walz Uwe

    (Professor of Economics, Chair for Industrial Economics, Goethe University, Frankfurt am Main. Director Center for Financial Studies and Research Center Sustainable Architecture for Finance in Europe (SAFE). Research Member ECGI. The authors are thankful for comments and critique provided by friends and colleagues as well as two anonymous referees. Input by Arnoud Boot, Paul Davies, Jeff Gordon and Kin Lo as well as participants at the annual Oxford-LSE law and finance conference, the SAFE workshop on say on pay, and the ETH-NYU banking and finance conference were particularly beneficial. We gratefully acknowledge financial support of the LOEWE Research Center Sustainable Architecture for Finance in Europe (SAFE).Germany)

Abstract

We analyze a hand-collected dataset of 1682 executive compensation packages at 34 firms included in the main German stock market index (DAX) for the years 2009-2017 in order to investigate the impact of the 2009 say on pay-legislation. The findings provide important insights beyond the German case, not only for the impending implementation of the revised European Shareholder Rights Directive. First, we observe that the compensation packages of management board members of Germany’s DAX30-firms are closely linked to key performance measures such as return-on-assets and size. Second, and most important for our topic, our findings suggest that it is essential to take a closer look at the contractual set-up for the compensation schemes and their structure. When we only consider the compensation packages of all board members, the hypothesis that remuneration is decreased if shareholder support for compensation schemes is low in say on pay-votes finds only weak support, if any at all. However, we find that the supervisory board is responsive to say on pay-votes when it comes to the design of compensation packages for newly entering candidates, i.e. within the binding restrictions of contract law, it reacts as envisioned by policy makers. It is a consequence of the way say on pay is supposed to work that our results are driven by the rather few pronouncedly discontent say on pay-votes in corporate Germany – only where disapproval is voiced supervisory boards have reason to change compensation packages. They leave matters unaffected where shareholders show rather strong support for the proposed schemes as is the case in most of the observations in our dataset. Yet, it is important because it informs our understanding of the channels through which say on pay works. Our observations carry over to the general analytical approach for say on pay-regimes. Any evaluation of a shareholder voice-strategy in regulating executive remuneration has to pay close attention to the limits contract law stipulates for the adaptation of existing remuneration agreements and thus has to take a medium to long-term view that ideally extends to a full turnover-period for board-members.

Suggested Citation

  • Tröger Tobias H. & Walz Uwe, 2019. "Does Say on Pay Matter? Evidence from Germany," European Company and Financial Law Review, De Gruyter, vol. 16(3), pages 381-414, June.
    • Handle: RePEc:bpj:eucflr:v:16:y:2019:i:3:p:381-414:n:4
    DOI: 10.1515/ecfr-2019-0014
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    Cited by:

    1. Franziska Handschumacher-Knors, 2023. "Does a gender pay gap exist on executive boards? An empirical multilevel analysis of executive board compensation in German listed companies," Journal of Business Economics, Springer, vol. 93(3), pages 325-357, April.
    2. Werner Neus & Manfred Stadler & Maximiliane Unsorg, 2020. "Market structure, common ownership, and coordinated manager compensation," Managerial and Decision Economics, John Wiley & Sons, Ltd., vol. 41(7), pages 1262-1268, October.

    More about this item

    Keywords

    D23; G30; G34; J33; K22; executive compensation; say on pay; Germany;
    All these keywords.

    JEL classification:

    • D23 - Microeconomics - - Production and Organizations - - - Organizational Behavior; Transaction Costs; Property Rights
    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • J33 - Labor and Demographic Economics - - Wages, Compensation, and Labor Costs - - - Compensation Packages; Payment Methods
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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