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EU to Push for Binding Investor Pay Votes

Shareholders in Europe’s listed companies will be given a binding vote on pay while those who invest in banks will gain powers to set a cap on bonus levels, under plans being drawn up by senior EU officials.

The initiative from Michel Barnier, the EU’s top financial services regulator, would hand bank investors the voting power to curb “morally indefensible” pay and limit the gap between the lowest and highest paid. Banks would also be forced to disclose their top 20-30 earners.

The French commissioner outlined his plans in an interview with the Financial Times in which he laid out his response to pay rebellions that have rattled executives at Barclays , Citigroupand AstraZeneca .

“I like that expression – the shareholder spring – or even a regulation spring, a rule-making spring,” he said. “I’m very attentive to this movement which I see as very positive. It corresponds with what I’ve been doing for the last two years. We need to put responsibility and transparency everywhere.”

Only a handful of European countries – the Netherlands, Norway and Sweden – have given shareholders the legal power to reject proposed pay awards for executives, rather than just offer advice.

Mr Barnier’s final governance reform plans will be unveiled this autumn once approved by fellow EU commissioners.

The move to give all shareholders a binding vote on pay tallies with UK plans to empower shareholders, although Mr Barnier has yet to decide whether to propose that votes on company pay policies should be backed by more than a simple 50 per cent majority.

Under Mr Barnier’s proposal for banks, shareholders must vote to set a maximum ratio of bonus to salary, as well as a ratio of the pay of the lowest to the highest earners.

The proposal comes as EU member states overcame British reservations to agree a common position on new bank capital rules on Tuesday – kick-starting talks with the European parliament, which has insisted on bonus curbs as a condition of approving the legislation.

Mr Barnier said he was “not shocked” by the one-to-one bonus-to-salary ratio that EU parliamentarians are proposing to include in the legislation, drafted to implement the Basel III international agreement on bank capital.

His priority was not “fixing the ratio from outside” but handing responsibilities to shareholders and ensuring that financial institutions publish more information about the pay packages of star performers. Banks and a UK-led bloc of member states are alarmed about the EU lawmakers’ calls for a ban on bonuses that exceed salary, arguing that it could push up fixed pay.

Simon Lewis, head of the Association for Financial Markets in Europe, said: “A [legal] maximum ratio between fixed and variable remuneration intrudes on the important role of shareholders”.

Mr Barnier’s proposal to empower investors, without prescribing a ratio, would be harder to counter politically. But it will add to some concerns among investors who do not think it is the job of shareholders to micro-manage pay.

At this stage the plans reflect Mr Barnier’s personal views, which he intends to include in a European commission proposal. Key issues remain undecided, including whether the bonus and pay ratio powers apply to all listed financial groups and whether individual high-earners are named.

To become law, the reforms require the backing of EU member states and the European parliament.


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