Directors' Remuneration: A Pan-European Perspective

July 2006
ISBN: 0-9552864-1-7

Sponsored by

Introduction

For the first time, Manifest surveys remuneration policy, practice, and disclosure across 15 EU member states.

This unique report shows how far European listed companies have come in complying with the EU’s 2004 recommendations for improving disclosure to shareholders on this highly sensitive issue.

In 124 pages, Manifest offers an in-depth analysis of trends and patterns in remuneration across Europe at a time when remuneration policy and practice is under the spotlight on an unprecedented scale.

Purchasing
Details

Directors' Remuneration: A Pan-European Perspective is available in paper and electronic form (Adobe PDF):

To order your copy email sales@manifest.co.uk or call + 44 1376 503500.

Paper version

124 page perfect bound report

£295

(VAT-free +£5 delivery)

Electronic - Single User

In Adobe PDF format. For single user only - printing disabled, no physical or electronic distribution rights.

£295

(+VAT)

Electronic - Site License

Identical in content to the Single User version, but with the ability to print and the right to distribute copies within your organization.

£1000

(+VAT)

Who Should
Read This Report
& Why?

Investors, analysts, investor relations professionals, remuneration advisors, chairmen of remuneration committees, brokers, lawyers – in fact anyone with an interest in setting, monitoring or advising on remuneration and compensation practices in quoted companies.

“I very much welcome the Manifest report as an important piece of research into the state of play in this important area of governance.”

Alastair Ross Goobey
Chairman of Hermes Focus Asset Management Fund; Senior Advisor to Morgan Stanley; Member of the European Commission’s Corporate Governance Forum; former chairman of the International Corporate Governance Network.

Why?

Remuneration and compensation practices are never far from the headlines. Shareholders are facing real difficulties in making fair and accurate assessments of the motivation systems in place for the boards of their investee companies. This report is the most comprehensive survey of its type and provides an invaluable insight to the European situation today.

Summary

In December 2004 the European Commission published its recommendation: "Fostering an appropriate regime for the remuneration of directors of listed companies". The recommendation invited member states to adopt measures in the four areas:

• The disclosure of the company’s remuneration policy;
• Shareholders’ vote on the policy for directors’ remuneration;
• Disclosure of the remuneration of individual directors; and
• Shareholders’ approval of share-based incentive schemes.

The Commission opted for a self-regulatory market approach based on non-binding recommendations. Manifest supported the Commission’s decision to avoid a ‘one-size-fits-all’ approach in its effort to achieve greater convergence of corporate governance standards within the EU.

With this in mind, Manifest undertook an independent study of disclosure practices and shareholder control mechanisms in the area of directors’ remuneration across Europe to assess the level of application of the Recommendation.

The analysis was conducted at two levels:

• Identification of statutory or best practice requirements supporting the provisions of the Recommendation in the selected EU member states; and
• Assessment of companies’ reporting on directors’ remuneration and of mechanisms for shareholder control over the directors’ pay-levels in the selected EU member states against the provisions of the Recommendation.

What's Included

This study covers 15 of the EU member states Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, and the United Kingdom. The sample of companies used for this study is comprised of 361 constituents of the FTSE Eurofirst 300 and S&P Europe 350 indices (as of 30 November 2005) incorporated in the 15 selected member states.

The extensive analysis of the regulatory environment and practices of the listed companies in the EU member states covered by the study shows significant differences in:

• the level of regulation the companies are subject to,
• the extent of disclosure provided by the companies, and
• the degree of shareholder control over directors’ remuneration across Europe.

Table of
Contents

In 124 pages of comprehensive tables and graphs, the report covers these key points:

• Sponsor’s Statement: Simon Patterson, Patterson Associates
• Foreword: by Alastair Ross Goobey
• Executive Summary
• Introduction
• Methodology
• Remuneration Policy Disclosure – country by country for 15 EU member states
• Shareholders’ Vote
• Individual Remuneration Disclosure – country by country for 15 EU member states
• Share-based Remuneration – Approval & Information, country by country
• Conclusions
• Company Index