Samenvatting

A key issue in today's corporate governance is executive remuneration. Excessive bonuses with poor or no performance criteria have resulted in strong debates between governments and the financial sector. This paper will discuss and review the director remuneration issues as proposed at companies' agenda for the Annual General Meeting, in proxy season 2010. This paper will try to give an answer on the question whether or not shareholders actually have a Say on Pay, and what the effect of their voice will have on the remuneration practices.
The information that is used for this paper is based on existing literature and facts derived from the internal database of the RiskMetrics' ISS database. The sample size consist of all companies in the US and Europe, who have put Say on Pay, and the Approval of the Remuneration Report on ballot respectively for the year 2009 and 2010. Therefore, there is no random sample selection as this would include markets and companies who don't have Say on Pay on their ballots. However, covering over 800 meetings, the sample size does give an accurate view of reality. For Europe, Say on Pay is most active in the UK currently, as such, this country will mainly represent Europe in the comparison. However, to a certain extend other European countries will be included. Due to the fact that this paper is written during the proxy season, the actual vote results of all meetings cannot be taken into account, as these results have not been released yet