Executive pay crackdown announced by May

BY Fraser Tennant

Tighter controls on executive pay designed to curb the excesses of the “privileged few” have been proposed by UK prime minister Theresa May this week as part of an anti-elitism drive to regulate company behaviour and create a more equal country.

The proposals contained in the ‘Corporate Governance Reform’ Green paper are part of Ms May’s attempt to restore public trust in business practices and close the gap between those at either end of the corporate ladder (an increase in inequality being one of the main reasons for Brexit).  

In a statement outlining its intent, the UK government stated that it would bring to an end the behaviour of "an irresponsible minority of privately-held companies acting carelessly – which left employees, customers and pension fund beneficiaries to suffer when things go wrong".

Ms May’s drive to tackle unsavoury corporate behaviour focuses on five specific areas: shareholder voting and other rights; shareholder engagement on pay; the role of remuneration committees; pay disclosure; and long-term pay incentives. One of the main components of the prime minister’s plans is the question of whether a new pay ratio requirement should be introduced.

However, a proposal to have workers represented on company boards has already been sidelined. Business minister Greg Clark indicating that the government was unlikely to change the unitary boards system currently in place.

Providing a stark illustration of the disparity between pay in the boardroom as opposed to the shop floor, is a TUC study (September 2016) which found that, in 2015, the average FTSE 100 boss earned 123 times the average full-time salary. Furthermore, the median total pay (excluding pensions) of top FTSE 100 directors increased by 47 percent between 2010 and 2015, to £3.4m. In contrast, the average wages for workers were found to have risen by only 7 percent over the same period.

The TUC research also found that those companies with high pay inequality between bosses and workers tended to perform less well overall.

“Two thirds of people think executive pay is too high, so we support the Government’s intent to help rebuild trust and strengthen accountability in this area,” said Fiona Camenzuli, a partner in PwC’s Reward & Employment team. “Enhanced shareholder powers and engagement, greater focus by boards on pay fairness, appropriate employee and stakeholder voice in the boardroom, and making pay plans simpler and longer term can all contribute to making pay work better to support the long-term performance of UK companies. The Green Paper presents a wide range of sensible options and we encourage a robust debate, based on evidence, to determine the right policy proposals.”

Following consultations on the Green Paper, a White paper is expected in early 2017. “It will be a consultation that will deliver results,” said Ms May.

News: ‘Corporate Governance Reform’ Green paper

Global growth bolstered by US

BY Richard Summerfield

Donald’s Trump ascent to the presidency in the US caught many off guard, and though a number of the president-elect’s policies caused concern during the bruising race to the White House, his planned tax cuts and public spending increases will see global growth pick up faster than previously expected in the coming months, according to the Organisation for Economic Co-operation and Development’s (OECD) twice yearly Economic Outlook.

The OECD’s outlook suggests that the US is expected to be the best performing large advanced economy in 2017, growing 2.3 percent, with the eurozone growing 1.6 percent, and the UK just 1.2 percent. Only 1 percent growth is predicted in Japan. Furthermore, US growth is forecast to improve to 3 percent in 2018, the highest rate since 2005, as tax cuts on businesses and households come into effect and the administration’s infrastructure investment programme begins in earnest.

During his presidential campaign, Mr Trump pledged to boost infrastructure investment in the US by as much as $1 trillion. Though the new administration’s willingness to invest in infrastructure development has won the approval of the Paris-based think-tank, the OECD has distanced itself from another of Mr Trump’s often repeated policy positions: withdrawing from international trade agreements. It is these agreements, the OECD argues, that will help return strong growth to the global economy.

Fiscal initiatives, though, will play a key role in delivering greater global growth. “The global economy has the prospect of modestly higher growth, after five years of disappointingly weak outcomes,” said OECD secretary-general Angel Gurría, while launching the Outlook. “In light of the current context of low interest rates, policymakers have a unique window of opportunity to make more active use of fiscal levers to boost growth and reduce inequality without compromising debt levels. We urge them to do so.”

An extraordinarily accommodating monetary policy, will, according to the OECD, be the primary means by which the global economy will be boosted, although the think-tanks’s endorsement does not provide governments with a “blank cheque”, said Mr Gurria. Amid persistently low interest rates, policymakers have the opportunity to boost growth by utilising expansionary fiscal initiatives. According to the OECD, fiscal measures such as “high-quality infrastructure investment, innovation, education and skills” may lead to higher growth by 2018.

Report: Economic Outlook

KKR to buy Calsonic in $4.5bn deal

BY Richard Summerfield

Private equity firm KKR & Co has agreed to acquire auto parts maker Calsonic Kansei Corp from the company’s majority shareholder Nissan, for around $4.5bn. The deal represents KKR’s biggest ever deal in Japan.

According to a statement announcing the deal, KKR will pay 1860 yen per Calsonic share held - a 28.3 percent premium over the company’s closing price on Tuesday, the day before the deal was announced. The firm beat competition from a number of other rival private equity firms, including Bain Capital and MBK Partners.

Calsonic’s main customer is Nissan, Japan’s second largest car maker, which accounts for 85 percent of its business. However, the company also supplies parts to a number of other car manufacturers including Renault, Isuzu, Daimler and General Motors.

Yasuhiro Yamauchi, chief competitive officer of Nissan, said in a statement: "This agreement was reached because we share common interests and goals. Nissan is hoping to further increase the competitiveness of Calsonic Kansei – one of our most important partners – and KKR recognises the company's potential. This is also the best choice for Calsonic Kansei and its shareholders."

The acquisition of Calsonic will come from KKR Asian Fund II. The firm has been active in Japan through its pan-regional private equity funds since 2010. Though the country has been a key market for KKR, the deal for Calsonic is a rare one in Japan. Multibillion dollar deals in Japan have been hard to come by in recent years; many Japanese companies often unwilling to divest their units through drastic restructuring.

Once the deal for Calsonic is complete, it will become the fourth KKR owned firm operating in Japan. The firm has previously acquired human resources services company Intelligence Ltd, Pioneer DJ, the DJ equipment business which Pioneer Corporation divested in early 2015, and Panasonic Healthcare, which was carved-out of the Panasonic Corporation for $1.67bn in 2013.

Hiro Hirano, a member of KKR and CEO of KKR Japan, said: "Calsonic Kansei is a best-in-class auto-parts manufacturer that supplies high-quality products to the world's largest automotive brands. As a partner to Calsonic Kansei's management team, we aim to assist the company in achieving its growth ambitions and make available our international network and industry expertise to continue Calsonic Kansei's success globally."

News: KKR to buy Nissan-backed supplier Calsonic for up to $4.5 billion

Cyber safety: Symantec to acquire Lifelock for $2.3bn

BY Fraser Tennant

In a combination that will form the world’s largest digital safety platform for consumers and families, Symantec Corp. has announced that it is to acquire LifeLock, Inc. – a transaction with an enterprise value of $2.3bn.

The definitive agreement between cyber security company Symantec (the maker of Norton antivirus software) and LifeLock, a provider of proactive identity theft protection services, is expected to be financed by Symantec via cash on the balance sheet and $750m of new debt.

Once Symantec’s acquisition of LifeLock (for $24 per share) is complete, two business leaders, one in consumer security and the other in identity protection and remediation services, will have been brought together to create the world’s largest consumer security business with over $2.3bn in annual revenue (based on last fiscal year revenues for both companies).

Symantec’s board of directors has also confirmed that it has increased the company’s share repurchase authorisation from approximately $800m to $1.3bn, with up to $500m in repurchases targeted by the end of fiscal 2017.

“As we all know, consumer cyber crime has reached crisis levels,” said Greg Clark, CEO of Symantec. “LifeLock is a leading provider of identity and fraud protection services, with over 4.4 million highly-satisfied members and growing. This acquisition marks the transformation of the consumer security industry from malware protection to the broader category of digital safety for consumers.”

Illustrating the “crisis levels” referenced by Mr Clark is data showing that, in the last year, one third of American citizens and over 650 million people globally were the victims of cyber crime. As a consequence, more and more consumers are becoming concerned about digital safety.

“After a thorough review of a broad range of alternatives, our board of directors unanimously concluded that Symantec is the ideal strategic partner for LifeLock and offers our shareholders a significant premium for their investment, at closing,” said Hilary Schneider, CEO of LifeLock. “Together with Symantec we can deploy enhanced technology and analytics to provide our customers with unparalleled information and identity protection services. We are very pleased to have reached an outcome that serves the best interests of all LifeLock stakeholders.”

The Symantec/LifeLock transaction has been approved by the boards of directors of both companies and is expected to close in the first calendar quarter of 2017, subject to customary closing conditions (including LifeLock stockholder approval).

Mr Clark concluded: “With this combination we will be able to deliver comprehensive cyber defence for consumers.”

News: Symantec to acquire LifeLock for $2.3 billion

Advancing technology impacting CFO reporting - EY

BY Fraser Tennant

An increase in data caused by advancing technology is adversely impacting the ability of chief financial officers (CFOs) to deliver effective corporate reporting, according to an EY report published this week.

The report, ‘How can reporting catch up with an accelerating world?’, which is based on a survey of more than 1000 CFOs and heads of reporting of large organisations across 25 countries, reveals that 66 percent of respondents consider technological advances – such as cloud-based systems, data analytics, robotic process automation (RPA) and artificial intelligence (AI) – to be their number one external reporting challenge – up from 57 percent in 2015.

Additionally, almost one third (32 percent) of the CFOs surveyed ranked their current reporting operating model as “average”, with 56 percent stating that transforming their model – perhaps striking a balance between central control and devolved reporting attuned to local needs – is now a major focus.

“CFOs worldwide are struggling to make the most of the increased volume and speed of data available to them,” said Peter Wollmert, EY global and EMEIA Financial Accounting and Advisory Services (FAAS) leader. “Many are encumbered by legacy systems that do not allow reporting teams to extract forward-looking insight from large, fast-changing data sets. The result is an increasing expectation gap between what boards now look for from corporate reporting, and what CFOs can deliver. Until reporting catches up with technological advancements it will continue to be compromised.”

The report also advances some bold strategies to deal with the corporate reporting issue, including increasing the use of: (i) outsourcing; (ii) managed services; (ii) captive shared services centres – onshore or near-shore; (iv) captive shared services centres – offshore; and (v) centralised centres of excellence.

That said, the report does indicate a preference among CFOs for moving towards a model in which control resides with a head office but with significant responsibilities being assigned to local markets. Twenty-nine percent of survey respondents saw this as the future model, while only 24 percent currently operate a system such as this.

Whatever model is eventually established, CFOs hope that the new reporting arrangements will increase the accuracy and effectiveness of reporting, improve data analytics in reporting to drive forward-looking strategic insight, and provide a more flexible and agile reporting function.

Mr Wollmert concluded: “CFOs are mapping how they see the future of reporting. However, unless decisive action is taken quickly to define a bold strategy and vision for advancing the reporting process, they will continue to fall behind the pace of technology. For CFOs contemplating this journey, the mantras for their reporting function need to be responsive and streamlined.”

Report: How can reporting catch up with an accelerating world?