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Boards' Response to Shareholders' Dissatisfaction: The Case of Shareholders' Say on Pay in the UK

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  • Walid Alissa

Abstract

In 2002, the UK adopted a regulation allowing shareholders to cast non-binding (advisory) votes on their firm's Directors' Remuneration Report during annual general meetings (the 'Say-on-Pay' rule). This study evaluates a decade of this regulation and examines how it affected the behavior of shareholders and boards in a sample of Financial Times Stock Exchange 350 firms during the period 2002-2012. I find evidence that shareholder dissatisfaction increases with excess Chief Executive Officer (CEO) compensation. This relationship does not exist for the expected level of compensation, suggesting that shareholders take a sophisticated approach when casting their vote. Boards do not appear to respond to shareholder dissatisfaction systematically; however, they do respond selectively by reducing the excessiveness of CEO compensation when performance is poor. Boards also seem to respond swiftly to shareholder dissatisfaction. There is evidence that the probability of CEO turnover increases with shareholder dissatisfaction. Overall, the evidence suggests that 'Say-on-Pay' regulation addressed regulatory concerns about transparency, accountability, and performance linkage.

Suggested Citation

  • Walid Alissa, 2015. "Boards' Response to Shareholders' Dissatisfaction: The Case of Shareholders' Say on Pay in the UK," European Accounting Review, Taylor & Francis Journals, vol. 24(4), pages 727-752, December.
    • Handle: RePEc:taf:euract:v:24:y:2015:i:4:p:727-752
    DOI: 10.1080/09638180.2015.1058719
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    1. Alexander Dyck & Luigi Zingales, 2002. "The Corporate Governance Role of the Media," NBER Working Papers 9309, National Bureau of Economic Research, Inc.
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    Cited by:

    1. Laurent Bouton & Aniol Llorente-Saguer & Antonin Macé & Dimitrios Xefteris, 2021. "Voting Rights, Agenda Control and Information Aggregation," NBER Working Papers 29005, National Bureau of Economic Research, Inc.
    2. Gregorio Sánchez‐Marín & María Encarnación Lucas‐Pérez & Samuel Baixauli‐Soler & Brian G.M. Main & Antonio Mínguez‐Vera, 2022. "Excess executive compensation and corporate governance in the United Kingdom and Spain: A comparative analysis," Managerial and Decision Economics, John Wiley & Sons, Ltd., vol. 43(7), pages 2817-2837, October.
    3. Cheng, Xu & Kong, Dongmin & Kong, Gaowen, 2022. "Foreign institutional investors and executive compensation incentives: Evidence from China," Journal of Multinational Financial Management, Elsevier, vol. 66(C).
    4. Canil, Jean & Karpavičius, Sigitas, 2020. "Compensation consultants: Does reputation matter?," Journal of Corporate Finance, Elsevier, vol. 64(C).
    5. Li, Xia & Gupta, Jairaj & Bu, Ziwen & Kannothra, Chacko George, 2023. "Effect of cash flow risk on corporate failures, and the moderating role of earnings management and abnormal compensation," International Review of Financial Analysis, Elsevier, vol. 89(C).
    6. Meera Behera & Vikram Nanda & Oded Palmon, 2022. "Disciplinary shocks: say-on-pay and the role of large shareholders," Review of Quantitative Finance and Accounting, Springer, vol. 59(4), pages 1453-1499, November.
    7. James Borthwick & Aelee Jun & Shiguang Ma, 2020. "Changing board behaviour: The role of the ‘Two Strikes’ rule in improving the efficacy of Australian Say‐on‐Pay," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 60(S1), pages 827-876, April.
    8. Marcos Vizcaíno-González & Susana Iglesias-Antelo & Noelia Romero-Castro, 2019. "Assessing Sustainability-Related Systematic Reputational Risk through Voting Results in Corporate Meetings: A Cross-Industry Analysis," Sustainability, MDPI, vol. 11(5), pages 1-11, March.
    9. Ivana Marinovic Matovic & Danijela Pavlovic & Jana Cvijic Rodic, 2020. "Importance of Stakeholders for Balanced Executive Compensation and Shareholder Value Maximization," Proceedings of the 19th International RAIS Conference, October 18-19, 2020 006im, Research Association for Interdisciplinary Studies.
    10. Joura, Essam & Xiao, Qin & Ullah, Subhan, 2021. "The impact of Say-on-Pay votes on firms' strategic policies: Insights from the Anglo-Saxon economy," International Review of Financial Analysis, Elsevier, vol. 73(C).
    11. Lozano-Reina, Gabriel & Sánchez-Marín, Gregorio & Baixauli-Soler, J. Samuel, 2022. "Say-on-Pay voting dispersion in listed family and non-family firms: A panel data analysis," Journal of Family Business Strategy, Elsevier, vol. 13(1).
    12. Tzouvanas, Panagiotis & Kizys, Renatas & Chatziantoniou, Ioannis & Sagitova, Roza, 2020. "Environmental and financial performance in the European manufacturing sector: An analysis of extreme tail dependency," The British Accounting Review, Elsevier, vol. 52(6).
    13. Marquardt, Blair B. & Myers, Brett W. & Niu, Xu, 2018. "Strategic voting and insider ownership," Journal of Corporate Finance, Elsevier, vol. 51(C), pages 50-71.
    14. Essam Joura & Qin Xiao & Subhan Ullah, 2023. "The moderating effects of CEO power and personal traits on say‐on‐pay effectiveness: Insights from the Anglo‐Saxon economies," International Journal of Finance & Economics, John Wiley & Sons, Ltd., vol. 28(4), pages 4055-4078, October.
    15. Li, Wanyun, 2022. "Disclosure of internal control material weaknesses and optimism in analyst earnings forecasts," International Journal of Accounting Information Systems, Elsevier, vol. 44(C).
    16. Correa, Ricardo & Lel, Ugur, 2016. "Say on pay laws, executive compensation, pay slice, and firm valuation around the world," Journal of Financial Economics, Elsevier, vol. 122(3), pages 500-520.
    17. Juan Pineiro-Chousa & Marcos Vizcaíno-González & Samuel Ribeiro-Navarrete, 2019. "Using voting decisions to identify shocks in the financial services industry," Service Business, Springer;Pan-Pacific Business Association, vol. 13(2), pages 419-431, June.
    18. Nicola Cucari, 2019. "Determinants of say on pay vote: a configurational analysis," International Entrepreneurship and Management Journal, Springer, vol. 15(3), pages 837-856, September.

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