Skip to content

11 June, 2026

  • Saved Articles
  • My Account
  • Subscribe
  • Log In
  • Log Out

Board Agenda

  • Governance
  • Strategy
  • Risk
  • Ethics
  • News
  • Insight
    • Categories

      • View all
      • Governance
      • Strategy
      • Risk
      • Ethics
      • Board expertise
      • Finance
      • Technology
    • cybersecurity

      The risky business of AI consultancy

      Boards need to be wary: the current ‘gold rush’ of AI consultancy work poses a...

      ftse female leader

      Why does more women in senior decision-making roles matter?

      Complex times need different voices to navigate fast-moving change, but progress on women’s representation in...

      nature risk

      How can boards tackle nature-dependent disruption?

      To prevent further price shocks and supply crises, we need to focus now on nurturing...

  • Comment
      • View all
    • ftse female leader

      Why does more women in senior decision-making roles matter?

      Complex times need different voices to navigate fast-moving change, but progress on women’s representation in...

      nature risk

      How can boards tackle nature-dependent disruption?

      To prevent further price shocks and supply crises, we need to focus now on nurturing...

      disengaged worker

      It’s time to count the cost of disengagement

      Only 11% of UK employees are happy at work. With disengaged workers having 18% lower...

  • Interviews
      • View All Interviews
      • Podcasts
      • Webinars
    • future-ready

      Is your board ‘future-ready’?

      The survival of a business in uncertain times depends on its ability to pivot as...

      investor confidence

      Lack of audit reform ‘will hit investor confidence’

      Government's failure to push ahead with audit reform is a risk to UK investments, the...

      stewarding AI

      AI is a ‘special case for governance’

      As AI use in the boardroom grows, it’s essential to focus on the ethical and...

  • Board Careers
      • View All
    • Bezos Dimon

      Chair role ‘needs more flexibility’

      It would be better to move beyond the ‘binary choice’ of non-executive vs executive, argue...

      AIM diversity

      AIM’s failure to act on diversity threatens governance

      The alternative investment market is not keeping pace on gender diversity, to the detriment of...

      UK and US CEO

      Corporate shift toward experienced CEOs

      Leadership succession shows fewer first-time chief executives, especially in the US, according to turnover figures.

  • Resource Centre
      • White Paper Downloads
      • Book Reviews
      • Board Advisory & Corporate Services
    • Venture Capital in the UK cover

      Venture Capital in the UK 2026

      This report, from UK Private Capital, examines the current state of the UK venture market...

      board's role in a rewired world fgs 2026 cover

      A hard job getting harder: The board’s role in a rewired world

      The role of director is demanding intellectually, ethically and strategically. FGS interviewed 175 experts and...

      Internal Control Failure!

      This Chartered IIA report analyses FCA enforcement action and examines cases where weaknesses in internal...

  • Events
  • Search by topic
    • Governance
    • Strategy
    • Risk
    • Ethics
    • Regulation
    • ESG
    • Investor Relations
    • Careers
    • Board Expertise
    • finance
    • Technology

CEO pay and director re-elections named top issues for shareholder dissent

by Gavin Hinks on February 3, 2020

The most common causes of shareholder rebellions in 2019 were pay packages and director re-elections, with climate inaction another growing concern for investors.

shareholder vote, shareholder dissent

Image: Trum Ronnarong/Shutterstock.com

Favorite

Executive pay and reappointment of directors were the leading issues for shareholder dissent last year, according to new research.

Proxy advisers Minerva and the Pensions and Lifetime Savings Association (PLSA) say that more that a fifth of FTSE 350 companies were confronted with major shareholder dissent, defined as votes of more than 20% opposition, for at least one AGM proposal. That amounts to 68 companies and 126 resolutions in total.

A vote of 20% opposition is considered “significant”, according to the UK Corporate Governance Code. Minerva has argued that a more appropriate level for “significant” would be 10%.

In other research, Minerva and PLSA also found that about a third of FTSE 350 chairs could face pressure to stand down over guidance issued in the code revised last year that chairs should not serve more than nine years. Minerva calculates 110 board leaders could face questions about staying in post.

Rebellion on remuneration

On executive pay, 55 resolutions saw some form of shareholder rebellion, a substantial rise on the 38 in 2018. Last month a PLSA report reiterated that executive pay remains a major issue for pension schemes.

Caroline Escott, investment and stewardship policy lead at PLSA, said: “As long-term investors, pension funds are ideally placed to encourage companies to behave in a way that ensures sustainable business success.

“We would also urge scheme investors to use the 2020 AGM season to hold directors individually accountable on issues of continued concern–doing so can be a powerful tool to effect change.

“For instance, in cases where schemes feel that the agreed executive pay packages are not aligned to long-term performance, we recommend that pension fund investors vote against the re-election of remuneration committee chairs responsible for pay practices alongside voting against the remuneration policy or report.”

At the beginning of this year, campaign body the High Pay Centre reported that the average FTSE 100 boss took until just 5pm on 6 January to accrue as much as the annual pay of the average UK worker of ÂŁ29,553.

Re-election of directors also prompted a wave of rebellions, with 58 resolutions prompting significant shareholder dissent against 54 last year.

Climate pressure

Climate also figured among investor concerns, with a number of high-profile resolutions put forward. BP saw 97.72% of its shareholders vote in favour of a resolution from Climate Action 100+, an investor climate campaign, demanding the company set a business plan “consistent” with the aims of the Paris Agreement.

At mining company BHP a resolution was passed requiring the company to end its membership of trade associations that fail to back Paris.

A PLSA statement said the investor activity last year had seen companies improve their policies on everything from alignment with the Paris Agreement to chief executive pensions and improved disclosures.

PLSA’s statement called on investors to maintain the pressure. “How investors choose to act in the 2020 AGM season could have a significant impact on both company behaviour and perceptions of the industry. We would therefore encourage schemes to act on any issues of concern,” the association stressed.

Last week the Investment Forum, an engagement group working on behalf of a number of asset managers, said the constant focus of investors on executive pay and short-term result has created friction with boards.

According to the Forum’s executive director, Andy Griffiths: “If you were to ask a company, ‘Of all the meetings in a year, how do you spend your time?’ overwhelmingly those meetings are on short-term financial progress and remuneration. And those two things are crowding out real conversation about long-term strategic value and broader stakeholder perspectives.”

In September, proxy advisers ISS said investors had told them they wanted to see independence of company chairs higher up the engagement agenda with promises to vote against re-election of board chairs if they are not considered independent.

  • Facebook
  • Twitter
  • Google+
  • LinkedIn
  • Mail

Related Posts

  • Executive pay, sustainability KPIs and the climate crisis
    December 1, 2021
    CSO with green tie and leaf in his top pocket

    Linking KPIs to sustainability targets results in complexity. A focus on corporate purpose is a better way to tackle climate change.

  • Fund managers urge caution over executive pay
    February 28, 2024
    caution over executive pay

    ‘There needs to be clear alignment between pay and performance,’ writes the Investment Association in an open letter.

  • UK chief executive pay gap widens
    December 19, 2023
    pay ratios 2023

    In the FTSE 350, the median chief executive’s pay was 57 times that of the median employee in 2022, up from 56:1 the previous year.

  • Executive pay rises steeply, despite cost-of-living crisis
    April 11, 2023
    executive pay 2022

    Investors are likely to focus on top pay in this year’s AGM season, as research reveals that executive pay has bounced back.

Search


Follow Us

Most Popular

Featured Resources

wef global risks 2025

The Global Risks Report 2025

The 20th edition of the Global Risks Report reveals an increasingly fractured global...
Supply chain management cover

Strategic Oversight in Supply Chain Management: A Guide for Corporate Boards 2025

Supply chains have become complex, interdependent and opaque and—according to research...

Cyber Security: What Boards Need to Know

Maintaining firewalls, protecting servers and filtering malicious emails rarely make...

C-suite barometer: outlook 2025 - UK insights

Forvis Mazars draws UK insights from its global study and looks at UK executives’...

The IA’S Principles Of Remuneration 2024 2025

This guidance from the Investment Association is aimed at assisting remuneration...
Diligent 2024 leadership tech cover

Leadership, decision-making & the role of technology: Business survey 2024

This research report by Board Agenda and Diligent sheds light on how board directors...

Director Reference Guide: Navigating Conflict in the Boardroom

The 'Director Reference Guide' on navigating conflict in the boardroom provides practical...
Nasdaq 2024 governance report cover

Nasdaq 2024 Global Governance Pulse

This Nasdaq survey gathered data from more than 870 board members, executives, and...

Becoming a non-executive director (4th edition)

Board composition is the subject of much debate, while the role of the non-executive...
art & science brainloop new cover

The Art & Science of Creating an Effective Board

Boards are coming under more scrutiny and pressure than ever before from regulators,...
SAA First time NED guide

First Time Guide for Non-Executive Directors

The role of the non-executive director has never been more vital: to advise, support,...

SUBSCRIBE TODAY

Stay current with a wide-ranging source of governance news and intelligence and apply the latest thinking to your boardroom challenges. Subscribe


  • Editors & Contributors
  • Editorial Advisory Board
  • Board Advisory & Corporate Services
  • Media Marketing Solutions
  • Contact Us
  • About Us
  • Board Director Network
  • Terms & Conditions
  • Privacy Policy
  • Cookies

Copyright © 2026 Questor Media Group Ltd.

  • Terms & Conditions
  • Privacy Policy