Can you hear the drums?

The executive pay debate rumbles on. It comes to our attention that consumer goods giant Unilever—makers of Hellmann’s mayonnaise and Dove soap—included a complaint in its annual report about pay constraints when recruiting US execs.

“Given that the governance and pay environment is considerably more restrictive in the UK than elsewhere, our current remuneration structure does not allow us to compete effectively for the best talent globally.”

It seems when Unilever looks for executives to run US operations, they are already earning more than the CFO or close to the pay of the chief executive, Fernando Fernandez, who earned £5.6m in 2025.

Not exactly an enviable position for Fernandez.

When all is said and done

Much talk this week of the UK regulator’s forceful reminder that the governance code operates under the “comply or explain” principle, not “comply or else” (a phrase we believe was coined by London Stock Exchange chief executive Julia Hoggett).

The Financial Reporting Council’s chief executive, Richard Moriarty, even scribed an opinion piece in the Financial Times lauding the flexibility of the code.

“And my message to the governance and proxy adviser community is equally simple: a quality explanation should be valued more than blind tick in a box,” he writes.

He has received some support. Hans-Christoph Hirt, IMD prof and former head of stewardship at Federated Hermes investment, writes on LinkedIn that comply or explain is not just about boards and boardroom attitudes.

“If we want to revitalise comply or explain, the challenge… does not rest with boards alone. Investors, both asset managers and owners, and their advisers, also need to demonstrate that they are willing and able to engage seriously with explanation and to act on them when exercising voting.

“Otherwise a principles-based system risks quietly turning into a rules-based one through practice rather than design.”

Enough said.

Take a chance on me

To America, where it has become possible, through no fault of your own, to lose a job before you’ve started it.

The Financial Times reports that Fortune Brands—which makes Yale locks—has fired the incoming chief executive before he was even given the key to the executive washroom.

Amit Banati was told not to come in for induction after the board came under pressure from activist investor Ed Garden.

A new search for a CEO is under way, though whoever gets the job will know that the secret to unlocking success must be to please Ed, who seemingly has the power to slam doors.

Thank you for the music

And finally, prick up your ears for a governance tune. With thanks to Oxford governance prof Laura Spira for pointing it out, we are now aware that US shareholder advocate James McRitchie has penned a governance ditty entitled “All the Brains in the Room”.

With harmonica wailing and guitar strumming, this folksy song charts the growth and merits of share ownership. McRitchie has some choice couplets:

Shareholders aren’t day traders rolling dice and walking fast,
They’re long-term owners asking questions built to last.

or:

Trump told the SEC to muzzle owners on the floor,
Musk fires workers, trashes rules, then asks for billions more.

Anyway, have a listen. It’s not The Boss, but it makes a point. Board Agenda now braced for Billy Bragg taking on audit reform (insert ‘clenched fist’ emoji here).