Cerco a los blindajes de la alta dirección
El Gobierno quiere limitar las indemnizaciones millonarias
Las empresas buscan ya fórmulas para sortear las trabas
El Gobierno se plantea medidas para limitar las indemnizaciones de directivos
David Fernández 27 NOV 2012 - 22:36 CET
Siege shielding top management
The government wants to limit the severance packages
Companies seeking ways to overcome and obstacles
The Government proposes measures to limit the compensation of executives
David Fernandez 27 NOV 2012 - 22:36 CET
Some branded as political opportunism, demagogy, others believe that it is social justice, common sense. The Government, specifically the Ministry of Finance, is working on legislation to cap the compensation paid to executives when they leave their company. This is a thorny issue because it affects a private contractual relationship between a company and an employee.
While the roadmap is still in its early stages and tracks are known which way the intentions of the Executive. The idea is to establish a significant tax burden (about 70%) for those shields that exceed a number of months (we speak of a semester). Furthermore, we want to empower shareholders meetings to be the ones who approve or ratify the shielding directly, an issue decided so far in small committee by the board of directors. In the Ministry of Economy are sensitive to the remuneration of senior executives, as they understand that in a situation of crisis, everyone must make sacrifices.
"In principle, not a bad idea to set limits to compensation because, in some measure, we see that labor reform is lowering the cost of dismissal in all organizations," says Rafael Barrilero, a partner at Mercer, a consulting on human resources issues. "These clauses are business decision. The Board usually offer them to those professionals who considered important to the company. The problem is that compensation can backfire if the manager does not get the objectives. Some companies have evaluated the risks and prefer to offer hiring bonuses and so do not leave the problem to future, "adds Barrilero.
The agreements may require the direct vote of the shareholders' meeting
Using antidespido clauses is not unique in the Spanish market. In fact, they are known by name in English: golden parachutes (golden parachutes). The idea of curbing contracts battleships born in a context where the Popular Party government has placed limits on the compensation of executives of public companies and financial entities that have received state aid. The initiative also occurs, you must remember, after the approval of a labor reform that allows companies to fire workers with compensation of 20 days and a maximum of 12 months if economic causes concur.
The crisis has had the effect that the number of executives with golden parachutes has increased in recent years. A Dec. 31 (latest data available) there were 424 managers with compensation clauses in their contracts in more than 100 companies listed on the General Index of the Madrid Stock Exchange, according to the records of their annual corporate governance, 14 % more than in 2007. In many cases, especially among larger companies, the percentage of executive directors and members of senior management armored equals 100% of the members of the main floor.
Contracts are not armored like investors. DSW is the largest shareholder association of Germany and Euroinvestor founding member of the pan-European organization of shareholders. Jella Benner-Heinacher is president of both institutions and makes clear its position on the shields: "The golden parachutes are against the interests of shareholders and corporate governance rules. As shareholder representatives on the boards recommend restricting any armor. " Before imposing a limit by law favors DWS give councils the power to veto them. "We oppose any overpayment to further enlarge the gap is opening up between the salaries of managers and their employees. Otherwise, it will jeopardize peace what we call social democracy, "says Benner-Heinacher.
The counterattack would net pay, or give up the fixed welcome bonus
The explanation of contracts armored CEOs stems from the Workers' Statute, which considers that the employment relationship between a manager and his company has "special character" and therefore its characteristics are developed in a royal decree of the year 1985. This statute provides that, unless there is a prior agreement between the company and the manager, this may be dismissed with compensation equivalent to seven days 'pay per year of service up to a maximum of six months' pay. In addition, the employer can still require the manager who for a certain period of time by another company fiche not be direct competition. Another peculiarity is that unlike regular employment compensation received by the senior manager are considered wages and are subject to taxation.
Given these conditions, it is normal that managers negotiate higher compensation before joining a company. The problem is that in some cases the amount of these shields can scratch it abusive, especially at a time when the queue of people seeking employment in Spain is close to six million.
"Placing limits on the shields is a thorny issue. If not done with intelligence is a populist measure. It is true that in Spain there are managers who have become rich on the basis of a firm exit and enter another charging appropriate compensation, "argues Carlos Alemany, founder of executive search firm Alemany & Partners. "However, they may end up paying for the sins. There are managers who have not received a shield in his career and, if they form another company, it makes sense to negotiate to secure the rights acquired during their working lives if they throw in a few months. Measurement should be modular, "says Alemany.
In the 424 executives listed groups are armored contracts
One of the first controversies surrounding millionaires layoffs came when Angel and José María Amusátegui Corcóstegui received 110 million euros and 43 million, respectively, then leave the Banco Santander Central Hispano. Another was the golden exit of Manuel Pizarro of Endesa. The former number two of the PP in Madrid claimed around 14 million. Closest in time to the golden parachutes are deployed in NH Hoteles Gabriele Burgio (6.5 million), Juan Carlos Torres in Duro Felguera (3.65 million) and Manuel Vargas in Vocento (3.12 million). Although not a shield, contributions to the pension plans of many managers also ensure that comfortable departure. Bankia's current president, José Ignacio Goirigolzarri, claimed 68 million three years ago to leave the BBVA.
One of the more consultants advising listed companies on matters of remuneration is Towers Watson. Montecelos Manuel, director of Strategic Human Resource consulting this firm, is shown against the government's intention to limit the shielding. "Why is it done? If tax collection effort is to not think that is going to make a lot of money. If you raise taxes to lower the clauses not sure that is going to get. Who precludes a company to increase the amounts of fixed salary of their managers when you leave the new law? Among the directors a will deserve more compensation than others, but you can not generalize and say that Spanish companies pay a penny in compensation, "he argues.
The number of shields has risen 14% since the crisis began
After the outbreak of the financial crisis the European Commission issued a recommendation in April 2009 on the systems of remuneration. The Commission considered it necessary to ensure that payments on termination of contract "not a reward for failure" and suggested that the amount should not exceed the amount equivalent to two years' salary. As a result of this proposal, the CNMV promoted in December 2009 a number of changes in the Unified Code of Good Governance to align the text to the new recommendations of Brussels. The initiative, however, is stopped since, "waiting to have a ministerial order to activate the update of the Code," explained sources of market supervisor.
Many companies guarantee more of the two annuities which advises the EU
These proposals, however, placed the responsibility for the future of the shields in the area of self regulation. In the case of the Spanish Corporate Governance Code simply explain why their recommendations are not met to comply. And when companies do not have legislative pressure not usually react very quickly to the recommendations. In fact, since Brussels suggested limiting compensation to two years, some have implemented these changes, but many do not. ACS, for example, has nine members of its senior management, including three executive directors, enjoying shields "up to five years of their salaries." For Iberdrola, its chairman and CEO, Ignacio Sanchez Galan, is entitled to five annual installments in case of dismissal. Another executive that exceeds two annuities suggested by the Commission is Antonio Brufau. Repsol Chairman is entitled to three years of salary plus another annuity by a non-competition agreement.
"Modifying a private contract is of dubious legality. So the chosen route seems to be the prosecutor. If the focus is tax may not fix anything or that things will get worse for businesses. The compensation could begin trading on the net, and the salaries of the players, which would increase costs for shareholders. Also, depending on how the law is drafted and how you define what is considered by top manager can be enormous confusion. The shields are given in all jurisdictions. As a general matter in the market, companies have to accept if they want to have the best, "says the partner of one of the law firms most important trading.
How do companies justify the shields? The explanations that give companies can fall into two categories: 1. Because it does the rest; 2. For thus attract and retain the best people. The first response, for example, occur in the Grid "clauses conform to market practice", states in its remuneration report. The argument is Iberdrola capture talent: "The goal is to achieve a degree of effective and sufficient loyalty of top executives necessary to manage the company and, thus, prevent the loss of experience and knowledge that can put affect the achievement of strategic objectives. " Although the shields are widespread among Spanish listed, there are still 36 companies whose executives have no contracts battleships. What opponents do not bother? Do not they also want to have the best people?
On the subject of top management shields the line between legality and ethics is a thin red line. You may have to resort to the classics to find the border. George Bernard Shaw wrote a great line in this regard: "The money is nothing. But a lot of money ... That's more like it! ".
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