Spotlight on directors' fee rises

Fees for New Zealand directors are falling behind their Australian counterparts,  Stuart...
Fees for New Zealand directors are falling behind their Australian counterparts, Stuart McLauchlan says. Photo by Gerard O'Brien.
Dunedin-based professional director Stuart McLauchlan believes directors are doing themselves no favours by delaying increases in their fees at a time when their duties have become much more onerous.

High-profile court cases of directors being prosecuted because they signed off on a prospectus prepared by management was a prime example.

"Was it worth it for a $15,000 or $20,000 fee? Probably not."

Mr McLauchlan, also the president of the Otago branch of the Institute of Directors, said he read recently of a company which had not raised its directors' fees for four years, and regarded that as a mistake.

The best policy was "a little often". There had been some restraint after the increase of GST last year but when directors' fees in New Zealand were compared with those paid in Australia, there was no doubt New Zealand directors were falling behind.

The new Financial Markets Authority, and its proposed remedies, along with more emphasis on duty and care by directors, had increased the risks of directors, he said.

That could well put people off becoming a director.

Mr McLauchlan agreed there was a "relatively small" pool of directors in New Zealand and the same names did crop up across various boards.

However, to be a professional director, and based on the fees paid, directors needed to be on multiple boards to earn an adequate income.

Scott Technology, a listed Dunedin company chaired by Mr McLauchlan, approved an increase in directors' fees at its annual meeting last year but did not use it. The increase was approved to provide some flexibility if the company wanted to add to its pool of directors.

The same procedure was likely to occur in the coming round of annual meetings.

The best guide was to check the annual report. From that you could see if the boards had taken the fee increase, whether they had increased the number of directors or whether they left the fee unused.

Mr McLauchlan is on about 15 boards and is chairman of several. But he did not accept every position offered. He made sure it fitted in with his skills and the things he felt he could take to the board table.

Strategic Pay managing director John McGill says company directors seeking higher fees are doing themselves no favours in terms of their timing.

The current timing for any increase was "particularly unfortunate".

"Organisations remain under scrutiny as a result of the Global Financial Crisis and there are current protests worldwide and locally about perceived corporate greed.

"With an election here just weeks away, there are groups likely to have some pretty strong comments on anything concerning top-level remuneration," he said.

Mr McGill said while increasing fees for directors always generated comment, seeking to do so right at the moment could well be seen as bad timing.

Directors were inevitably viewed with suspicion in matters involving fee level increases.

"They are also generally seen as overpaid by groups that don't fully understand the responsibilities and accountabilities directors have."

There was once a disconnection between solid organisation and fee increases but directors faced a much harder route to justify any changes to shareholders and other groups wanting to comment, Mr McGill said.

Company performance was an important factor for determining directors' fees but it was not the only consideration.

There were always other criteria to consider including relativity and market movement.

Directors' fee levels commonly moved every two to three years, making any increases look relatively large.

"Directors are also facing increased responsibilities and accountabilities so it is not surprising they would like these to be reflected in their remuneration. They are understandably looking closely at the risks they face in addition to the workload being placed on them by a more demanding business climate."

It was not a one-way street as two thirds of the 270 government and non-government organisations Strategic Pay surveyed indicated they would be freezing fees for the coming 12 months, Mr McGill said.

The survey showed that to earn their fees, directors attending an average of 9.2 meetings a year. For 29% of those surveyed, the meetings went on for five or more hours - excluding the background work that came with the job.

The survey also showed that director fees increased 4.9% between 2008 and 2011 and that for the latest period, the median remuneration for a non-executive chairman was $62,606 and for a non-executive director it was $35,000.


Annual meetings
Today: Just Water International, Metlifecare, A2 Corporation.
Tomorrow: New Zealand Oil and Gas, Skellerup Holdings, Telecom.
October 27: Team Talk, Freightways, Port of Tauranga, Auckland International Airport.
October 28: Vector, the New Zealand Wine Company, Northland Port, Heartland NZ.
November 1: Pyne Gould Corporation.

dene.mackenzie@odt.co.nz

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