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Non-mandatory say on pay votes and AGM participation: Evidence from Germany


  • Powell, Daniel
  • Rapp, Marc Steffen


Since August 2009, German legislation allows for voluntary Say on Pay Votes (SoPV) during Annual General Meetings (AGMs). We examine 1,169 AGMs of all German listed firms with more than 10,000 agenda items over the period 2010-2013 to identify (1) determinants and approval rates of voluntary SoPVs, (2) the effect of voluntary SoPVs on AGM participation, and (3) the effect of SoP on executive compensation. Our data reveals that in the first four years of the voluntary say on pay regime every second firm in our sample has opted for having a SoPV. The propensity for a SoPV increases with firm size, abnormal executive compensation and free float of shares. Indeed, smaller firms with concentrated ownership do not only have a lower propensity for a SoPV, but also show a higher propensity to opt for only limited disclosure of executive compensation. Approval rates of SoPVs are lower than the approval rate for the average AGM agenda item and this effect is stronger in (i) widely held firms as well as in (ii) firms with abnormal executive compensation. Additionally, SoPVs actually can increase AGM participation; however, this result is particularly evident for widely held firms. Finally, we find stronger pay for performance elements within total executive compensation, particularly when the effect of executive compensation is lagged over the years following the vote. Overall, our results are consistent with the view that firms use voluntary SoPV to gain legitimation for executive remuneration policies in firms with low ownership concentration. This is enforced, where (small) shareholders consider executive compensation a part of the agency problem of listed firms, and where (small) shareholders consider SoPVs as a possibility to actively influence corporate decisions, with these decisions leading to a higher degree of alignment between executive management boards and shareholders.

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  • Powell, Daniel & Rapp, Marc Steffen, 2015. "Non-mandatory say on pay votes and AGM participation: Evidence from Germany," SAFE Working Paper Series 107, Leibniz Institute for Financial Research SAFE.
  • Handle: RePEc:zbw:safewp:107

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    References listed on IDEAS

    1. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2013. "Shareholder Votes and Proxy Advisors: Evidence from Say on Pay," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 951-996, December.
    2. Armstrong, Christopher S. & Gow, Ian D. & Larcker, David F., 2012. "The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans," Research Papers 2097, Stanford University, Graduate School of Business.
    3. J�rg-Markus Hitz & Stephanie M�ller-Bloch, 2015. "Market Reactions to the Regulation of Executive Compensation," European Accounting Review, Taylor & Francis Journals, vol. 24(4), pages 659-684, December.
    4. Rapp, Marc Steffen & Wolff, Michael, 2010. "Determinanten der Vorstandsvergütung: Eine empirische Untersuchung der deutschen Prime-Standard-Unternehmen," CEFS Working Paper Series 2010-07, Technische Universität München (TUM), Center for Entrepreneurial and Financial Studies (CEFS).
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    Cited by:

    1. Jörn Obermann, 2020. "Let’s talk about money! Assessing the link between firm performance and voluntary Say-on-Pay votes," Journal of Business Economics, Springer, vol. 90(1), pages 109-135, February.
    2. Ferri, Fabrizio & Göx, Robert, 2018. "Executive Compensation, Corporate Governance, and Say on Pay," Foundations and Trends(R) in Accounting, now publishers, vol. 12(1), pages 1-103, April.

    More about this item


    Corporate Governance; Executive Remuneration; Say on Pay; Annual General Meeting; Germany;

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • J30 - Labor and Demographic Economics - - Wages, Compensation, and Labor Costs - - - General
    • J33 - Labor and Demographic Economics - - Wages, Compensation, and Labor Costs - - - Compensation Packages; Payment Methods

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