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Barrck Gold's Chairman and Founder Peter Munk places his trademark hat on the head of John Thornton after he attended the mining company's announcement of their first quarter results in Toronto. (Chris Young/THE CANADIAN PRESS)
Barrck Gold's Chairman and Founder Peter Munk places his trademark hat on the head of John Thornton after he attended the mining company's announcement of their first quarter results in Toronto. (Chris Young/THE CANADIAN PRESS)

Globe editorial

Giving shareholders the tools to protest unwarranted executive pay Add to ...

Canadian regulators must take note of complaints by major investors about sky-high pay at Barrick Gold Corp., among other companies, and give shareholders better tools to express their protests.

Executive pay has been soaring across North America in the past two decades, and major investors have rarely publicly criticized specific companies for their compensation excesses. But now there are welcome signs of stirring among the sleeping giants who own huge stakes in Canada’s largest companies.

Most notably, a group of eight major investment funds issued a media release on Friday saying they would vote against the pay practices at Barrick. The move is to protest an unprecedented $11.9-million (U.S.) “signing bonus” paid to John Thornton when he became vice-chairman of Barrick’s board last June, bringing his total pay for 2012 to $17-million at a time when Barrick’s share price has sunk to 20-year lows.

On Wednesday, Barrick became just the second Canadian company – after pharmaceutical company QLT Inc. last year – to lose its say-on-pay vote, that is, an advisory vote that allows investors to protest pay practices. Although the vote is not binding, the board issued a statement saying it will “carefully consider” shareholders’ views on pay matters.

The flexing of muscles by investors raises questions about whether they have enough power. In Canada, companies are not required to hold say-on-pay votes, which are mandatory in other countries, including the U.S. and Britain, but many large companies such as Barrick have voluntarily adopted the practice. Canadian securities regulators are falling behind, and should introduce a mandatory, non-binding pay vote for all publicly traded companies, replacing the present patchwork.

In a similar vein, the Toronto Stock Exchange should move ahead with another proposal it is weighing, to require listed companies to adopt a majority voting policy, under which directors would tender their resignations if they don’t win a majority of support in board elections. Such policies – currently adopted voluntarily by some firms but not others – are a key way to address a gap in business law that only allows shareholders to vote “for” board nominees or to “withhold” votes that are then not counted, but not to vote against directors.

There’s nothing wrong with companies paying executives well, and nothing wrong with offering bonuses for good performance. But when pay soars even when a company struggles, shareholders have every right – and deserve every tool – to publicly protest.

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