Top Executive Compensation in Europe

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    Fixed pay stagnated and bonus payments rose in

    2011, as companies strengthened links between

    pay and perormance.

    More than ever, companies need to tailor pay

    packages to their own unique circumstances, or risk

    executive pay being determined by an increasingly

    temperamental market.

    www.haygroup.com

    Rewardaligned withstrategyTop executive compensationin Europe 2011

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    This is a summary o the key trends and developments

    in European executive pay over the past 12 months, as

    identied in Hay Groups Top executive compensation in

    Europe 2011.

    Top executive compensation in Europe2011 is the most

    comprehensive study o European executive rewardsavailable today. It analyses compensation data rom

    312 European companies drawn rom the Financial

    Times Europe 500, providing the competitive context

    and top-quality analysis needed to make inormed

    executive decisions.

    For more inormation, about the report please speak

    to your local Hay Group contact.

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    Key trends

    Return on reward investment

    The recession has introduced a greater

    degree o discipline into executive pay.

    In boom markets, many companies were driven almost exclusively by

    a concern or the competitiveness o their pay package.

    There is now an emerging ocus on return-on-investment in reward, with

    companies looking to tie executive packages more explicitly to the value

    they generate. This is reected in this years study, with companies taking a

    cautious approach on base salaries. Executives are instead being rewarded

    or improvements in business perormance through variable pay, with rises

    and alls in total compensation over the past year driven almost entirely by

    short- and long-term incentive awards.

    Companies are takinga cautious approach

    on base salaries.

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    Top executive compensation in Europe 20114

    2011 Hay Group. All rights reserved

    Room to move?

    High levels o scrutiny o executive pay have now

    become entrenched, particularly in the mature

    markets and the banking sector.

    Regulation and shareholder activism across Europe have meant that remuneration

    committees are being asked to demonstrate how reward decisions and perormance

    metrics relate to the long-term interests o the company and its shareholders.

    As a result, many companies have had to modiy their compensation decisions in order

    to meet new regulatory requirements and are spending much more time and eort

    explaining the rationale o their decisions to a ar wider audience than beore. Some

    countries, such as Germany and Italy, have been so swamped by regulation that they

    have become preoccupied with meeting it. The result is that many companies across

    Europe are concentrating on compliance at the expense o strategy.

    Those who do look or an innovative solution can nd their eorts ill-appreciated.

    Pressure has, or example, been mounting rom shareholders o UK companies to

    take less o a one size ts all approach to executive remuneration matters. This has

    resulted in a small increase in the number o companies taking unusual, new or

    tailored arrangements to investors. Having done as shareholders requested, some

    remuneration committees have been dismayed to discover that investors can be

    highly sceptical o such unamiliar arrangements.

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    www.haygroup.com

    The risks o pay-at-risk

    The volatility o short-term incentive payouts has

    increased signicantly over the past three years.This appears to be driven by increased volatility in sector perormance, as variations

    are clearly marked by sector. We believe this trend is likely to continue as market

    conditions remain uid, making it difcult or remuneration committees to predict

    perormance outcomes.

    A greater proportion o variable pay results in a higher degree o uncertainty

    around total compensation, or both employer and executive. In a volatile and

    depressed market, companies have to ind a way to balance between ensuring

    that pay relects corporate perormance which may be aected by things

    beyond the executives control and still remains competitive, in order to attract

    and retain the executive talent needed.

    As the importance o equity incentives continues to increase (they now make up 33

    per cent o total direct compensation, compared to 25 per cent last year), companies

    will also have to deal with the inherent volatility o these instruments. The

    appeal o these plans is that the share price acts as a built-in perormance

    measure, aligning the interests o executives with those o shareholders.

    However, increased volatility in the general market will lead to gains and losses

    unconnected to corporate perormance. This is oten a diicult outcome tosell to stakeholders, and (in the case o losses) to the executives themselves.

    It is thereore all the more critical that equity incentives be agreed as par t o a

    coherent executive remuneration strategy, and the potential or windalls and

    losses accepted by employees and stakeholders as the price to be paid or tying

    executive pay to share perormance.

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    Top executive compensation in Europe 20116

    2011 Hay Group. All rights reserved

    As austerity measures continue to bite across much

    o Europe, base salaries remain largely stagnant.

    The highest xed pay rises were seen in Germany, which saw a 4.2 per cent increase

    in base salaries, due in part to new regulations on sustainable pay that have restricted

    bonuses, and in part to the relatively good perormance o the German economy.

    In contrast, French base salaries did not grow at all. French companies agreed to a

    code o conduct in 2008 that recommends increases in top executive base salaries

    at relatively long maturities, such as three years. Given the level o scrutiny around

    executive pay, ew companies are willing to go outside the codes provisions and

    this is likely to be depressing French salary increases.

    90

    100

    110

    120

    France

    Ge

    rmany

    Italy

    Switz

    erland

    TheNethe

    rlands

    UK

    Percentage

    Europe

    Table 2: Base salary as per cent o European median

    The picture in 2011

    0

    1

    2

    3

    4

    5

    France

    G

    ermany

    Italy

    Switzerland

    heNeth

    erlands

    UK

    Percent

    age

    Table 1: Year on year per cent growth in base salary

    Europe

    Base salary

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    www.haygroup.com

    In Italy, salaries were eectively at, with executives receiving only a 0.2 per cent

    increase. Italian companies have been hit with greater regulation and disclosure

    requirements, and have also seen a surge in shareholder activism with greater

    numbers o board directors being nominated by institutional investors. This

    has combined with a general austerity due to a depressed market, making signicant

    xed pay increases eectively untenable or many.

    Europe

    France

    Germany

    Italy

    Switzerland

    TheNetherlands

    UK

    GDP Ination Base salary

    0

    1

    2

    3

    4

    4.5

    3.5

    2.5

    1.5

    0.5

    5

    Table 3: Base salary increases vs GDP and infation all executives

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    Top executive compensation in Europe 20118

    2011 Hay Group. All rights reserved

    8

    2011 Hay Group. All rights reserved

    Short-term incentive payouts against target

    Our survey indicates that 60 per cent o executives Europe-wide were paid as

    much or more than their target bonus amount, and 40 per cent were paid less.

    The UK, Belgium and Germany perormed particularly strongly, with 79 per cent

    o executives in the UK receiving more than their target bonus, 72 per cent in

    Belgium and 71 per cent in Germany. In contrast, only 39 per cent o executives

    in France received their target bonus or more.

    The spread o payouts was wide, reecting a volatile market. One quarter o

    executives received 142 per cent or more o their target bonus, while a quarter

    received 91 per cent or less. The median payout was 111 per cent o target,

    reecting the overall improvement in market perormance across Europe.

    Banks deer incentive payouts

    The banking sector has seen particularly close scrutiny around

    incentive payments. A consequence o this has been an increase

    in deerred bonus plans and claw back provisions. Seventy two per

    cent o banks covered by the study now use deerred bonuses,

    compared to only 44 per cent last year. The mandatory amount

    deerred ranged between 50 per cent to 100 per cent o the

    short-term incentive award.

    This development reects an increased emphasis on the long

    term, in part in response to regulation and in part because o

    stakeholder concerns about the use o short-term incentives.

    Political pressure on executive bonuses in banking remains high

    in The Netherlands, or example, there have been demands or

    the government to retroactively tax bonuses paid since 2008.

    Total cashMedian total cash (base salary plus short-term incentive payment) increased in

    all countries, with much o those increases coming rom bonus payments. The

    results generally track the perormance o those country markets, with French

    and Italian executives once again seeing the smallest rises. The most signiicant

    rise in bonuses came rom Switzerland, where executives received little or no

    base salary increase, but a 12.5 per cent median increase in total cash.

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    www.haygroup.com

    Bonuses under continuing scrutiny

    Concern about short-term incentives, initially ocused on

    the banking sector, are now having a broader impact. The

    German government, or example, has recommended that

    all companies use long-term incentive plans as an incentive or

    sustainable management, and some German companies have

    even abolished their annual incentive plans. In Switzerland, the

    conditions or deerred remuneration are being tightened.

    Europe

    France

    Germany

    Italy

    Switzerland

    TheNetherlands

    UK

    Percentage

    60

    80

    100

    120

    140

    Table 5: Total cash vs European median

    Europe

    Percentage

    France

    Germany

    Italy

    Switzerland

    TheNetherlands

    UK

    0

    3

    6

    9

    12

    15

    Table 4: Year on year per cent growth in total cash

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    Top executive compensation in Europe 201110

    2011 Hay Group. All rights reserved

    10

    2011 Hay Group. All rights reserved

    Long-term incentives

    Long-term incentives make up an increasingly signicant proportion o total

    direct compensation.

    There are signs that long-term incentive plans are becoming increasingly

    stringent and complex. Some companies have increased the number o

    perormance measures used to determine vesting conditions, or have extended

    vesting periods beyond three years. It is no longer unusual or companies to

    require executives to commit to holding periods once awards have vested, as

    this meets the demand rom stakeholders or a closer tie between compensationand long-term corporate perormance.

    Base salary Bonus Long-term incentive

    35%

    40%25%

    Base salary Bonus Long-term incentive

    31%

    34%34%

    Make up o total direct compensation all executives

    2010 2011

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    www.haygroup.com

    Long-term incentives are not without risk. Some plans are too complex or expose

    payouts to actors beyond the executives control, and are thereore ineective in

    motivating perormance. Shareholders may be uncomortable with the potential or

    equity plans to dilute shareholdings or to award windall payments to executives.

    For long-term incentive plans to be eective, they should orm part o a consistent

    overall remuneration strategy. Remuneration committees must make a clear business

    case or the amount, distribution and orms o reward proposed, and demonstrate the

    connection to overall business strategy.

    Long-term incentive plan prevalence

    Perormance share plans are the most common European plan, but more than

    a quarter o executives in the study do not participate in any long-term plan.

    RegionStock option

    plan

    Phantom

    option plan

    Perormance

    shares/units

    Restricted

    shares/units

    Long term

    cash plan

    No Long-term

    incentives

    Europe 27% 2% 45% 7% 15% 26%

    Europe

    France

    Germany

    Italy

    Switzerland

    Th

    eNetherlands

    UK

    Percentage

    60

    80

    100

    120

    140

    160

    Table 6: Total direct compensation against European median all executives

    Total compensation

    When we look at total compensation, we see clearly that where long-term incentives

    are prevalent, the dierences between the markets are urther accentuated.

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    Top executive compensation in Europe 201112

    2011 Hay Group. All rights reserved

    12

    2011 Hay Group. All rights reserved

    Sector trends

    Automotive

    There was marked variation in the results or dierent sectors, with the automotive

    sector the clear leader in both base pay and total cash. A record year or automotive

    sales (with global unit sales o over 65 million and revenues o US$1.3 trillion) led to

    total median cash payments increasing by 83 per cent outstripping all other sectors.

    The vast majority o the increase in total cash was made up o higher short-term

    incentive payments, although the median base salary also increased by 9 per cent.

    Mining

    Mining executives also saw a relatively high increases compared to their peers in other

    sectors, receiving a 9 per cent increase in base salary and a 29 per cent increase in total

    cash. Global demand or metals, combined with the devaluation o US currency, has

    ueled the nancial earnings o most miners, with a corresponding impact on short-

    term incentive payments. An average increase in share prices o almost 30 per cent

    over the past year is likely to have a similar impact on the value o long-term incentives

    or many mining executives.

    Automotive

    Bankingandnance

    Consumergoods

    Chemicals

    ICT

    Industrial

    Insurance

    Media

    Mining

    Oilandgas

    Pharmaceutical

    Retail

    Services

    Transport

    Utilitiesandenergy

    Other

    Percentage

    All sectors

    0

    1

    2

    3

    4

    5

    6

    9 9 6

    Table 7: Base salary movements by sector

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    Pharmaceutical

    A 6 per cent rise in base salary in the pharmaceutical sector was completely oset

    by a all in short-term incentive payouts, leaving pharma executives with the same

    median total cash as last year. Growth in the European pharmaceutical sector has been

    anaemic in 2010, with revenues increasing on average only by one or two per cent.

    A combination o pricing pressures rom European governments and the expiration

    o many high-value drug patents has dented investors condence. In response, many

    pharmaceutical companies are cutting costs while also investing in acquisitions and

    expansion into emerging markets and the generic drug sector. The result has been

    austerity at all levels, including executive reward.

    Insurance

    Insurance executives ared worst out o all the sectors, receiving no increase in base

    salary or total compensation. 2010 was a challenging year or the insurance sector,

    with turmoil in the sovereign debt market and depressed interest rates leading to an

    estimated industry average combined ratio below the break-even point. The impact o

    the sluggish global economy was compounded by relatively high levels o exposure to

    claims rom natural catastrophes.

    Automotive

    Bank

    ingandfinance

    C

    onsumergoods

    Chemicals

    ICT

    Industrial

    Insurance

    Media

    Mining

    Oilandgas

    Pharmaceutical

    Retail

    Services

    Transport

    Utilitiesandenergy

    Other

    Percentage

    0

    5

    10

    15

    20

    25

    30

    83

    All sectors

    Table 8: Total cash movements by sector

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    Dierences by role

    CEO base salaries have increased slightly less

    than the base salaries o other executives,

    indicating that CEOs are leading rom the

    ront in terms o austerity measures.

    CEOs received a median 1 per cent pay rise in 2011, compared to 3 per cent or other

    executives. CEOs also received slightly lower increases than the rest o the executive

    team in total cash. The median increase or CEOs across Europe was 8 per cent,

    whereas or other executives it was 9 per cent.

    However, these increases are coming o a signicantly higher base, particularly

    in relation to total cash. The median total cash or European CEOs in 2010 was just

    short o 2 million, compared to 1.2 million or CFOs and 0.9 million or human

    resource directors.

    CEO

    COO

    CFO

    Divisionhead

    Human

    resoursesdirector

    Base Salary Total cash Total direct compensation

    0

    500

    1000

    1500

    2000

    2500

    3000

    Table 9: Actual base salary, total cash and total compensation, by role

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    Non-executive director payFees paid to non-executive directors (NEDs) are the subject

    o a new Hay Group study, to be released in October 2011.

    The study examines the NED pay practices o 431 listed

    companies rom 12 European countries, and also provides

    data on important issues such as the levels and types o

    experience o NEDs, the representation o women on boards,

    and the governance context o NED pay.

    Please contact your local Hay Group contact or email

    us on [email protected] to register your

    interest in receiving a copy.

    Other Hay Group publications you may be interested in:

    Corporate governance in Asia

    Central and Eastern Europe top executive pay report

    Special report Top executive pay in Brazil

    Wall Street Journal/Hay Group US CEO compensation study

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    Hay Group is a global management consulting rm that works with

    leaders to transorm strategy into reality. We develop talent, organise

    people to be more eective and motivate them to perorm at their best.

    Our ocus is on making change happen and helping people and organis

    ations realise their potential.

    We have over 2600 employees working in 84 ofces in 48 countries.

    Our clients are rom the private, public and not-or-prot sectors, across

    every major industry. For more inormation please contact your local

    ofce through www.haygroup.com .

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    Bangkok

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    Ho Chi Minh City

    Jakarta

    Kuala Lumpur

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    Athens

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    Frankurt

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    Lisbon

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