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BlueScope chief latest to forgo bonus

BLUESCOPE Steel chief executive Paul O'Malley has become the latest executive to step up for a pay freeze and forgo his bonus and long-term financial incentives in an effort to placate shareholder sentiment about management accountability.
By · 14 Aug 2012
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14 Aug 2012
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BLUESCOPE Steel chief executive Paul O'Malley has become the latest executive to step up for a pay freeze and forgo his bonus and long-term financial incentives in an effort to placate shareholder sentiment about management accountability.

His announcement follows that of BHP Billiton head Marius Kloppers, and Rio Tinto's Tom Albanese, who both decided to waive their bonuses. It also turns attention to whether the "two-strikes" policy is bearing fruit in boardrooms. If a company records two consecutive votes against its remuneration report it is required to put a spill resolution to shareholders.

With BlueScope set to record a $1 billion loss for 2011-12 after its restructuring of operations at Port Kembla and Westernport, Mr O'Malley said he thought his pay decision was appropriate. He said he didn't want the company's performance to be "obscured" by comment about his remuneration.

Mr O'Malley said the board had accepted his offer, and BusinessDay understands the board has told institutional investors for several months of the pay decision.

His announcement was made as BlueScope unveiled details of a $1.36 billion joint venture with Japan's Nippon Steel Corporation, which will give it access to the whitegoods manufacturing market across south-east Asia. BlueScope shares leapt by more than 55 per cent on the news, before closing up 34 per cent at 35?.

BlueScope's plummeting share price was the source of investor ire at last year's AGM, with a 39 per cent vote against its remuneration report as the company recorded a "first strike". The contentious 2011 remuneration report awarded board members bonuses of $2.6 million. Mr O'Malley, on an annual salary of $2 million, received a $750,000 bonus.

Michael Robinson, from executive remuneration specialist Guerdon Associates, said the two-strikes policy was having an impact in boardrooms.

"They (the boards) are pushing right back. There's a lot of unhappy executives out there," he said

"They are still giving long-term incentive plans, but there's a lot of pushing back. I think boards in the past 18 months have been very assertive, particularly on base salary and bonuses."

He expected the Australian Council of Superannuation Investors survey on executive pay yet to be released would show that 50 per cent of executives will receive fewer bonuses than last year.

Martin Lawrence, research director at Ownership Matters, said it was difficult to say whether it was two strikes, or that companies had traditionally responded to a strong "no" vote.

Australian Institute of Company Directors general manager of communications and public affairs Steve Burrell said executives who waived pay "are making judgments about the company performance, the business and the economic environment the company is operating in, and obviously the views of the shareholders are taken into account".

"Whether this recognises the power of shareholders and the efficacy of the two-strikes policy is a different matter."

Australian Shareholders Association director Vas Kolesnikoff queried whether Mr O'Malley would have been entitled to a bonus anyway. "If he is, the board should be taking a good hard look at itself."

He said given most companies had warned shareholders not to expect an earnings upside, he believed several executives should forgo bonuses and incentives this year.

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Frequently Asked Questions about this Article…

Paul O'Malley said he waived his bonus and long-term financial incentives to address shareholder concerns about management accountability and to avoid his pay being a distraction from the company’s performance. The board accepted his offer and had informed institutional investors of the decision beforehand. BlueScope was also forecasting about a $1 billion loss for 2011–12 after restructuring, which O’Malley cited as a reason the pay decision was appropriate.

The two-strikes policy means that if a company records two consecutive votes against its remuneration report, it must put a spill resolution to shareholders (a potential board re-election). The article says the policy is prompting boards to be more assertive on pay, and experts believe it is having an impact on executive pay decisions and boardroom behaviour.

When BlueScope revealed details of a $1.36 billion joint venture with Japan’s Nippon Steel Corporation to access the whitegoods manufacturing market across south‑east Asia, its shares jumped more than 55% on the news and closed the day up 34%.

BlueScope unveiled a $1.36 billion joint venture with Nippon Steel Corporation aimed at giving BlueScope access to the whitegoods manufacturing market across south‑east Asia. The JV was announced at the same time as the CEO’s decision to forgo bonus payments.

Yes. The article notes that BHP Billiton chief Marius Kloppers and Rio Tinto’s Tom Albanese both decided to waive their bonuses, and Paul O’Malley’s announcement followed those decisions.

At the previous AGM BlueScope faced investor anger: 39% of votes were against its remuneration report, constituting a ‘first strike’. The 2011 remuneration report had awarded board members $2.6 million in bonuses, and O’Malley, on a $2 million annual salary, received a $750,000 bonus that year.

Michael Robinson of Guerdon Associates said the two‑strikes policy is having an impact and boards are pushing back on pay, particularly base salaries and bonuses. He expected an industry survey to show about 50% of executives receiving fewer bonuses than the prior year. Other commentators—Martin Lawrence, Steve Burrell and Vas Kolesnikoff—said boards and shareholders are weighing company performance, economic conditions and shareholder views when executives waive pay, and some questioned whether boards should reassess bonus entitlements.

Everyday investors should monitor companies’ remuneration reports and AGM outcomes (including 'strike' votes), pay attention to announcements about executive pay freezes or bonus waivers, and consider how board decisions on pay align with company performance. The article shows these issues can influence investor sentiment and share price, as seen with BlueScope’s strong market reaction to strategic news and the scrutiny around pay after poor results.