Table of Contents

Research Handbook on Executive Pay

Research Handbook on Executive Pay

Research Handbooks in Corporate Law and Governance series

Edited by Randall S. Thomas and Jennifer G. Hill

Research on executive compensation has exploded in recent years, and this volume of specially commissioned essays brings the reader up-to-date on all of the latest developments in the field. Leading corporate governance scholars from a range of countries set out their views on four main areas of executive compensation: the history and theory of executive compensation, the structure of executive pay, corporate governance and executive compensation, and international perspectives on executive pay.

Chapter 13: Say on Pay and the Outrage Constraint

Kym Sheehan

Subjects: business and management, corporate governance, law - academic, company and insolvency law, corporate law and governance


Kym Sheehan Say on pay is an important regulatory innovation in the area traditionally dominated by disclosure-based regimes as a targeted transparency policy (Fung et al 2007). That said, say on pay’s success as a regulatory technique depends upon a number of factors, and how it fits within the overall regulatory framework for executive remuneration in any particular jurisdiction can make a major difference to its operation. Improving board of director accountability for executive remuneration decisions – the reason cited to justify regulatory intervention by government into board decision-making on remuneration (HM Treasury 2009a; Productivity Commission 2009) – is not an end in and of itself: improved remuneration practices are. Understanding how the vote fits within a regulatory framework highlights how the ‘say’ relates to the practice of ‘pay’, in the process identifying those levers which can be pulled by shareholders and those that are left for governments in an attempt to achieve this end game of improved remuneration practices. This chapter examines ‘say on pay’ in the first three years after its introduction into law in the UK and in Australia. Section 1 presents the theoretical framework for the study. It begins in section 1.1 by examining the framework for executive remuneration in terms of the economic theories that justify executive remuneration and its regulation. Section 1.2 maps the ‘regulatory space’ (Hancher and Moran 1989) within which four activities (practice, disclosure, engagement and voting) occur in an annual cycle. Using the regulatory space device presents an important departure from previous literature...

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