S+B: What could the boards of financial-services firms have done to help avoid situations like the subprime meltdown?
MINOW: You can’t do better than what Warren Buffett said to the people at Salomon Brothers many years ago: “If you lose money for us, we will be forgiving. If you lose reputation for us, we will be ruthless.” You make the situation clear by stating your intentions and you back them up in the design of your compensation program. If there’s any suggestion of bad behavior, the money goes back to the company. That’s the only fair and credible way. Any CEO who won’t come in on that basis is somebody you don’t want to bet on because he is not willing to bet on himself. The moral of the story is that you get what you pay for. If you tell the CEO he’s going to get paid tremendously for short-term gains even if he has an “après moi, le deluge” philosophy, then he’s going to go for it.
S+B: Are you now going to push more intensively for reforms in CEO compensation?
MINOW: I don’t know how much more intense I can get. I’ve been pushing for a long time. But I’ll continue. I’m enthusiastic because now it’s like a perfect storm; three different forces for positive change are coming together at the same time. One is majority voting. I think that’s going to be very powerful as it gets widespread adoption. Right now, under the law, a director who is unopposed can get elected with one vote because voters have only two options: to affirm a candidate or not to vote at all. Thus, it’s not very meaningful to withhold a vote. But as companies adopt the rule that a director must receive a majority of the votes cast in order to win, directors will know they can be voted out if there are a lot of abstentions. Second, the broker vote change will eventually go through so that actual shareholders, or beneficial holders, will vote for directors. (Currently, in many cases, large brokerages hold shares for individual investors and vote on their behalf without consulting with their clients; frequently, they join management in supporting their board slate and opposing shareholder resolutions.) Third, mutual funds and money managers now must disclose which way they voted on board appointments and resolutions under a ruling by the Securities and Exchange Commission.
We do a “naughty and nice” list every year of who votes for shareholder value and who does not. So that will put pressure on mutual funds to vote more thoughtfully. One way or another, votes are going to become much more meaningful. If compensation committees start getting voted out for signing off on outrageous pay packages, then I think boards will start to do a better job.
William J. Holstein (firstname.lastname@example.org) is a veteran business journalist and author based in New York.