Voting dissent and corporate governance structures: the role of Say on Pay in a comparative analysis

Abstract

Shareholder activism is a vibrant field. This paper explores which variables can influence the direction of the vote and if they change depending on country, rather than considering the say on pay activism as an instrumental term in which its effectiveness depends on the ability to change the executive compensation. We focus on a sample of 120 firms in three different contexts (Italy, Australia and USA) observed in a period of three years, between 2012 and 2014. We find that factors affecting dissent depend on the context of analysis. In the insider system context dissent is positively correlated to the concentration of ownership, and in an outsider system context, like the American one, the variable of remuneration is positively correlated to the dissent. Instead, we find that in the Australian context, any variable is significant: this singular result could depend on the presence of “two strikes rule” that inhibits the role of other variables.Shareholder activism is a vibrant field. This paper explores which variables can influence the direction of the vote and if they change depending on country, rather than considering the say on pay activism as an instrumental term in which its effectiveness depends on the ability to change the executive compensation. We focus on a sample of 120 firms in three different contexts (Italy, Australia and USA) observed in a period of three years, between 2012 and 2014. We find that factors affecting dissent depend on the context of analysis. In the insider system context dissent is positively correlated to the concentration of ownership, and in an outsider system context, like the American one, the variable of remuneration is positively correlated to the dissent. Instead, we find that in the Australian context, any variable is significant: this singular result could depend on the presence of “two strikes rule” that inhibits the role of other variables