M&S investors urged to make pay protest

A leading corporate governance lobby group is recommending Marks & Spencer investors abstain on the retailer’s remuneration report at next month’s agm, arguing the retailer’s policies could result in excessive payouts.

Pensions Investment Research Consultants (Pirc) acknowledged that M&S had toughened conditions attached to the short- and long-term incentive schemes enjoyed by top management but said it still “represents a structure that can promote future excessive payouts”. Last year directors received awards worth more than twice their base salary, a level the governance group considers excessive.

M&S chief executive Marc Bolland, who earns a basic salary of £975,000, received £2.5m in the last financial year and was eligible to cash in shares worth £1.7m that were part of the signing-on package struck when he was poached from Morrisons in 2010.

The “golden hello” worth more than £4m handed to M&S internet guru Laura Wade-Gery when she joined last year from Tesco is also flagged by Pirc as an area of concern. It added: “Pirc does not consider such recruitment bonuses as a justifiable use of shareholder funds.”

Investors have had several run-ins with the M&S board over pay. In 2009 former chief executive Sir Stuart Rose and marketing chief Steven Sharp gave up some of the free shares they were entitled to after investors balked at awards worth twice their base salary. On that basis Pirc’s advice that shareholders abstain on the pay report is progress for M&S’s remuneration committee as in the past they have been advised to vote it down.

Supermarket group Tesco faces criticism ahead of its shareholder meeting on Friday. The Change to Win (CtW) Investment Group, which works with US union-sponsored pension funds, wants the company to amend its report and accounts to reflect concerns about loss-making start-up Fresh & Easy, while Pirc has advised investors to vote against its remuneration report. CtW says it is yet to hear back from Tesco, a delay which it claims has “undermined shareholders’ ability to vote on this amendment by proxy, and also raises doubts regarding voting at the agm itself”.

Pirc, meanwhile, praised changes made to Tesco’s pay policies last year but added: “There is also potential for combined remuneration to be wholly excessive, due to both the size of maximum awards available and the number of incentive schemes in which awards remain outstanding.”


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