IDEAS home Printed from https://ideas.repec.org/p/zbw/safewp/107.html
   My bibliography  Save this paper

Non-mandatory say on pay votes and AGM participation: Evidence from Germany

Author

Listed:
  • Powell, Daniel
  • Rapp, Marc Steffen

Abstract

Since August 2009, German legislation allows for voluntary Say on Pay Votes (SoPV) during Annual General Meetings (AGMs). We examine 1,169 AGMs of all German listed firms with more than 10,000 agenda items over the period 2010-2013 to identify (1) determinants and approval rates of voluntary SoPVs, (2) the effect of voluntary SoPVs on AGM participation, and (3) the effect of SoP on executive compensation. Our data reveals that in the first four years of the voluntary say on pay regime every second firm in our sample has opted for having a SoPV. The propensity for a SoPV increases with firm size, abnormal executive compensation and free float of shares. Indeed, smaller firms with concentrated ownership do not only have a lower propensity for a SoPV, but also show a higher propensity to opt for only limited disclosure of executive compensation. Approval rates of SoPVs are lower than the approval rate for the average AGM agenda item and this effect is stronger in (i) widely held firms as well as in (ii) firms with abnormal executive compensation. Additionally, SoPVs actually can increase AGM participation; however, this result is particularly evident for widely held firms. Finally, we find stronger pay for performance elements within total executive compensation, particularly when the effect of executive compensation is lagged over the years following the vote. Overall, our results are consistent with the view that firms use voluntary SoPV to gain legitimation for executive remuneration policies in firms with low ownership concentration. This is enforced, where (small) shareholders consider executive compensation a part of the agency problem of listed firms, and where (small) shareholders consider SoPVs as a possibility to actively influence corporate decisions, with these decisions leading to a higher degree of alignment between executive management boards and shareholders.

Suggested Citation

  • Powell, Daniel & Rapp, Marc Steffen, 2015. "Non-mandatory say on pay votes and AGM participation: Evidence from Germany," SAFE Working Paper Series 107, Leibniz Institute for Financial Research SAFE.
    • Handle: RePEc:zbw:safewp:107
    DOI: 10.2139/ssrn.2613406
    as

    Download full text from publisher

    File URL: https://www.econstor.eu/bitstream/10419/110605/1/826780237.pdf
    Download Restriction: no
    File URL: https://libkey.io/10.2139/ssrn.2613406?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. Armstrong, Christopher S. & Gow, Ian D. & Larcker, David F., 2012. "The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans," Research Papers 2097, Stanford University, Graduate School of Business.
    2. J�rg-Markus Hitz & Stephanie M�ller-Bloch, 2015. "Market Reactions to the Regulation of Executive Compensation," European Accounting Review, Taylor & Francis Journals, vol. 24(4), pages 659-684, December.
    3. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2013. "Shareholder Votes and Proxy Advisors: Evidence from Say on Pay," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 951-996, December.
    4. Rapp, Marc Steffen & Wolff, Michael, 2010. "Determinanten der Vorstandsvergütung: Eine empirische Untersuchung der deutschen Prime-Standard-Unternehmen," CEFS Working Paper Series 2010-07, Technische Universität München (TUM), Center for Entrepreneurial and Financial Studies (CEFS).
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Jörn Obermann, 2020. "Let’s talk about money! Assessing the link between firm performance and voluntary Say-on-Pay votes," Journal of Business Economics, Springer, vol. 90(1), pages 109-135, February.
    2. Ferri, Fabrizio & Göx, Robert, 2018. "Executive Compensation, Corporate Governance, and Say on Pay," Foundations and Trends(R) in Accounting, now publishers, vol. 12(1), pages 1-103, April.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Pamela Kent & Kim Kercher & James Routledge, 2018. "Remuneration committees, shareholder dissent on CEO pay and the CEO pay–performance link," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 58(2), pages 445-475, June.
    2. Daniel Beck & Gunther Friedl & Peter Schäfer, 2020. "Executive compensation in Germany," Journal of Business Economics, Springer, vol. 90(5), pages 787-824, June.
    3. Dasgupta, Amil & Fos, Vyacheslav & Sautner, Zacharias, 2021. "Institutional investors and corporate governance," LSE Research Online Documents on Economics 112114, London School of Economics and Political Science, LSE Library.
    4. Germán López Pérez & Isabel María García Sánchez & José Luis Zafra Gómez, 2024. "A systematic literature review and bibliometric analysis of eco‐innovation on financial performance: Identifying barriers and drivers," Business Strategy and the Environment, Wiley Blackwell, vol. 33(2), pages 1321-1340, February.
    5. Vanda Heinen & Christopher Koch & Mario Scharfbillig, 2018. "Exporting corporate governance: Do foreign and local proxy advisors differ?," Working Papers 1810, Gutenberg School of Management and Economics, Johannes Gutenberg-Universität Mainz.
    6. Shahid Ali & Junrui Zhang & Muhammad Usman & Muhammad Kaleem Khan & Farman Ullah Khan & Muhammad Abubakkar Siddique, 2020. "Do tournament incentives motivate chief executive officers to be socially responsible?," Managerial Auditing Journal, Emerald Group Publishing Limited, vol. 35(5), pages 597-619, February.
    7. Paul M. Guest & Marco Nerino, 2019. "Do Corporate Governance Ratings Change Investor Expectations? Evidence from Announcements by Institutional Shareholder Services," Working Papers wp515, Centre for Business Research, University of Cambridge.
    8. Robert Huber & Bernhard Hirsch, 2017. "Behavioral Effects of Sustainability‐Oriented Incentive Systems," Business Strategy and the Environment, Wiley Blackwell, vol. 26(2), pages 163-181, February.
    9. Brunarski, Kelly R. & Campbell, T. Colin & Harman, Yvette S., 2015. "Evidence on the outcome of Say-On-Pay votes: How managers, directors, and shareholders respond," Journal of Corporate Finance, Elsevier, vol. 30(C), pages 132-149.
    10. Steven S. Crawford & Karen K. Nelson & Brian R. Rountree, 2021. "Mind the gap: CEO–employee pay ratios and shareholder say‐on‐pay votes," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 48(1-2), pages 308-337, January.
    11. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2018. "Understanding Uncontested Director Elections," Management Science, INFORMS, vol. 64(7), pages 3400-3420, July.
    12. Ng, Jeffrey & Wu, Hong & Zhai, Weihuan & Zhao, Jing, 2021. "The effect of shareholder activism on earnings management: Evidence from shareholder proposals11We appreciate the helpful comments and suggestions from Stephen Taylor, Gary Biddle, Santosh Ramalingego," Journal of Corporate Finance, Elsevier, vol. 69(C).
    13. C.S. Agnes Cheng & Iftekhar Hasan & Feng Tang & Jing Xie, 2024. "Market Feedback Effect on CEO Pay: Evidence from Peers’ Say-on-Pay Voting Failures," Working Papers 202408, University of Macau, Faculty of Business Administration.
    14. Quinn D. Curtis & Justin J. Hopkins, 2022. "Career concerns for revealing misreporting," Review of Accounting Studies, Springer, vol. 27(1), pages 1-34, March.
    15. Wang, Xianjue, 2022. "Disloyal managers and proxy voting," Finance Research Letters, Elsevier, vol. 44(C).
    16. Berno Buechel & Lydia Mechtenberg & Alexander F. Wagner, 2022. "When do proxy advisors improve corporate decisions?," Swiss Finance Institute Research Paper Series 22-47, Swiss Finance Institute.
    17. Blankespoor, Elizabeth & deHaan, Ed & Marinovic, Iván, 2020. "Disclosure processing costs, investors’ information choice, and equity market outcomes: A review," Journal of Accounting and Economics, Elsevier, vol. 70(2).
    18. Tao Li, 2018. "Outsourcing Corporate Governance: Conflicts of Interest Within the Proxy Advisory Industry," Management Science, INFORMS, vol. 64(6), pages 2951-2971, June.
    19. Brav, Alon & Cain, Matthew & Zytnick, Jonathon, 2022. "Retail shareholder participation in the proxy process: Monitoring, engagement, and voting," Journal of Financial Economics, Elsevier, vol. 144(2), pages 492-522.
    20. Artiga González, Tanja & Calluzzo, Paul & Granic, Georg D., 2023. "Ballot order effects in independent director elections," Journal of Behavioral and Experimental Finance, Elsevier, vol. 39(C).

    More about this item

    Keywords

    Corporate Governance; Executive Remuneration; Say on Pay; Annual General Meeting; Germany;
    All these keywords.

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • J30 - Labor and Demographic Economics - - Wages, Compensation, and Labor Costs - - - General
    • J33 - Labor and Demographic Economics - - Wages, Compensation, and Labor Costs - - - Compensation Packages; Payment Methods

    NEP fields

    This paper has been announced in the following NEP Reports:

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:zbw:safewp:107. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: ZBW - Leibniz Information Centre for Economics (email available below). General contact details of provider: https://edirc.repec.org/data/csafede.html .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.