Most TA-100 firms lack compensation c’tee

Kriesler: One of the yardsticks of quality corporate governance is the way executive compensation and remuneration are determined.

By SHARON WROBEL
Maala 2010 Corporate Responsibility Conference 311 (photo credit: Israel Hadari)
Maala 2010 Corporate Responsibility Conference 311
(photo credit: Israel Hadari)
Only 26 percent of the public companies listed on the TA-100 Index have appointed a committee for the approval process of executive compensation, according to research published by PricewaterhouseCoopers Israel on Sunday.
“The global financial crisis has put a renewed emphasis on proper risk-taking on the one hand, and corporate governance and the importance of the role of board of directors on the other hand,” Bank of Israel Supervisor of Banks Rony Hizkiyahu said Sunday at the Maala 2010 Corporate Responsibility Conference in Tel Aviv.
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“One of the most important tasks of the board of directors is to appoint the most suitable CEO for the strategy of a corporation and to link compensation policy to the corporation’s strategy and risk policy,” he said.
The PricewaterhouseCoopers Israel survey, which was presented at the conference, was carried out among 73 public companies listed on the TA-100 Index. It found that most of the firms do not comply with the recommendations of the Goshen Committee for setting proper corporate governance and standards adopted in leading Western economies. For example, in the committee’s opinion, the board of directors’ independence is one of the cardinal principles of good corporate governance.
“One of the yardsticks of quality corporate governance is the way executive compensation and remuneration is being determined and approved by corporations,” Heelee Kriesler, head of PricewaterhouseCoopers Israel’s compensation and governance division, said at the conference. “The most common practice in the world today is to appoint a compensation committee in the form of a board of directors, which has the task of building compensation and remuneration packages for members of the company’s management and supervises those packages from time to time.”
The survey, which was prepared in cooperation with Maala, showed that 39% of the companies said they had a structured framework for executive compensation packages for general managers that are linked to performance.
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The research revealed that 71% of the surveyed public companies have not adopted the recommendations of proper corporate governance regarding the appointment of the number of external directors sitting on the board of directors.
The average number of members sitting on a company board of directors was 9.2, similar to what is accepted in the world, according to the report. The Companies Law requires the corporate board to include a minimum of two external directorates.
The Goshen Committee emphasized the importance of having independent directors sitting on a company’s board of directors, and even be the majority if the company has no controlling shareholders, or at least one third of the board members if the company does have a controlling shareholder.
According to the survey, 12% of the companies have more external directors than the two that are legally mandated to sit on their board of directors, and 32% of the firms do not have a majority of external directors sitting on the audit committee responsible for the approval process of executive compensation.