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Say on Pay: A wolf in sheep’s clothing?


Say on Pay: A wolf in sheep’s clothing?

Mangen, Claudine and Magnan, Michel (2012) Say on Pay: A wolf in sheep’s clothing? Academy of Management Perspectives, 26 (2). pp. 86-104. ISSN 1558-9080 (print); 1943-4529 (web)

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Official URL: https://doi.org/10.5465/amp.2010.0098


This paper debates whether Say on Pay can fix executive pay. We argue that Say on Pay benefits executive pay when shareholders’ voice offsets CEO power and mitigates directors’ information deficiencies. We admonish however that Say on Pay may raise novel problems. The pay resulting from Say on Pay can harm stakeholders whose interests differ from those of shareholders influential in pay- setting. Moreover, boards may resist shareholders’ intervention in pay-setting and, accordingly, manage compensation disclosures to ensure a passing shareholder vote. Consequently, Say on Pay may not only fail to remedy suboptimal pay but also legitimize it.

Divisions:Concordia University > John Molson School of Business > Accountancy
Item Type:Article
Authors:Mangen, Claudine and Magnan, Michel
Journal or Publication:Academy of Management Perspectives
  • Social Sciences and Humanities Research Council of Canada
  • Fonds Québécois de la Recherche sur la Société et Culture
  • Lawrence Bloomberg Chair of Accountancy at Concordia University
  • Institute for the Governance of Public and Private Organizations
Digital Object Identifier (DOI):10.5465/amp.2010.0098
Keywords:Say on Pay, shareholder advisory votes on executive compensation, board of directors, corporate governance
ID Code:986786
Deposited By: Claudine Mangen
Deposited On:07 May 2020 15:39
Last Modified:07 May 2020 15:39
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