The Australian Securities and Investments Commission (ASIC) has called on companies to improve their executive remuneration disclosure after a review of 50 remuneration reports from Australia’s biggest companies.
Drawn from a pool of 300 remuneration reports for the year ended 30 June 2011, ASIC deputy chairman Belinda Gibson said the reports revealed that companies needed to provide more information to investors as to why the directors had adopted a particular remuneration arrangement.
This would allow shareholders to assess the appropriateness of a remuneration package in light of a company’s circumstances, she said.
As part of its review, the commission also surveyed 12 ASX 300 listed companies – which held their annual general meeting (AGM) between 21 October 2011 and 23 November 2011 – on the way they have managed new voting requirements under the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011.
The amendments exclude key management personnel (KMP) and their closely related parties from voting on the resolution to adopt a remuneration report.
Based on the review, ASIC outlined a number of procedures that the AGM chair could adopt to ensure that companies are compliant.
These include requesting the KMP to advise their closely related parties of the voting prohibitions, seeking assurances from KMP that they will not cast votes and confirming that the share registry service provider has excluded prohibited votes.
The regulatory body has also encouraged directors to use the Chartered Secretaries Australia’s ‘Guidelines on managing voting exclusions on remuneration-related resolutions’ to ensure votes on remuneration are properly conducted.
