ISE forces companies to reveal pay of directors

The Irish Stock Exchange has bowed to pressure from major investors and from the Tanaiste, Ms Harney, and decided to introduce…

The Irish Stock Exchange has bowed to pressure from major investors and from the Tanaiste, Ms Harney, and decided to introduce a new listing rule, which will force all publicly quoted companies to reveal individual directors' remuneration in their annual reports for 2000.

At a board meeting yesterday, the exchange decided that company reports for the accounting year beginning January 1st, 2000 would have to include a breakdown of individual directors' pay, pension and other benefits.

At present, Irish public companies are required to reveal only the aggregate remuneration paid to executive and non-executive directors. Full disclosure of directors' pay has been championed by investors, including the Irish Association of Investment Managers (IAIM), but the board of the exchange, the Institute of Directors and many directors of public companies resisted it.

However, it became inevitable after the Tanaiste and Minister for Enterprise, Trade and Employment, Ms Harney, warned earlier this year that she would introduce legislation compelling detailed disclosure if the exchange and public companies did not voluntarily amend their rules to require such disclosure.

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Ms Harney said yesterday that she was delighted the exchange had adopted the new rule.

"I would like to thank them for their constructive approach to our discussions and to congratulate them on what I believe is a positive move towards greater transparency in the governance of corporate affairs in this country."

She said she hoped many companies would now take the lead and publish the new information in their 1999 reports, although they are not legally obliged to include it until the following year.

While a number of companies are expected to heed Ms Harney and break down directors' pay separately in their next annual report - indeed, Irish Life & Permanent is already doing so - others may not be in a position to do so.

The stock exchange said some companies had confidentiality clauses with directors which could prevent them from publishing detailed information for the years before 2000, even for comparative purposes.

The move to full disclosure was also welcomed by the IAIM, which said it was important that corporate governance standards in the Irish market be as good as those in the best developed capital markets worldwide.

It said it would have preferred an earlier implementation date but accepted companies would need time to prepare if they had confidentiality concerns.

The new rule brings the Irish Stock Exchange into line with London, where full disclosure of directors' pay is already in place.

Over the years, Irish opponents of full disclosure have cited a number of reasons - from the right to privacy in a small State to the threat of kidnapping if directors' earnings were to be made public - for non-disclosure.

They also expressed fears that detailed disclosure could act as a disincentive to companies thinking of going public, thereby damaging the overall development of the market, although the British experience has not borne this out.