企業肥貓離職還能領分手費
摘錄自：天下雜誌 經濟學人電子報 2013/12/20
2013-12-10 Web only 作者：經濟學人
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| 圖片來源：flickr.com/photos/98640399@N08/ |
時代華納有線電視的新老闆，會不會成為執行長薪資大樂透史上最幸運的得主之一呢？馬可斯（Robert Marcus）即將於1月1日接任；要是謠言成真，他就會剛好趕上時代華納有線電視被對手收購。根據他合約中的條款內容，他可以直接離開公司，還能帶走超過5,600萬美元的「黃金分手費」。
相反地，最大的輸家可能是標緻雪鐵龍（PSA Peugeot Citroën）的瓦洪（Philippe Varin）；瓦洪即將卸下老闆一職，並於11月27日發表聲明，表示他會放棄價值2,100萬歐元的退休金。董事會會在他退休之前決定他未來的退休金方案，而且民眾可能會密切關注此事。瓦洪跟隨著古德溫（Fred Goodwin）的腳步；古德溫在位之時正逢蘇格蘭皇家銀行崩垮，就在民眾大表不滿之後，他同意將退休金降為342,500英鎊，減少了212,500英鎊。
民眾對黃金分手費的憤怒，通常不會造成這麼大的衝擊。即使英美等國推出了「薪資決定權」這樣的投票制度，那似乎也只是制止了最誇張的薪酬金額。Pay Governance顧問公司的凱伊（Ira Kay）表示，在美國，大部分遇上這類投票的董事會，還是可以靠著放棄過度慷慨的津貼獲勝，例如不再直接將股票選擇權的所有權給予老闆，就算他在併購之後保住了工作也是如此。凱伊表示，在併購案後為老闆支付所得稅原本是十分普遍的情況，現在也已不復見，這也使得部分執行長損失了數百萬美元。
薪資顧問公司韜睿惠悅 的弗利斯基（Doug Friske）表示，企業老闆現在已經不能靠請辭或退休換得巨額的分手費。提早離職的企業老闆可以領取全額的退休金，這樣的制度設計也會引來不滿的眼光。此外，「薪資決定權」也迫使董事會重視那些過去曾錯誤地被視作免費的昂貴福利。
但賓州州大的管理學教授漢伯利克（Donald
Hambrick）表示，黃金降落傘是種「短期內難以改變的長期問題」。老闆依舊可以領取優渥的報酬，然後離職；企業在尋找新老闆時所聘請的薪資顧問，也會以市場上最慷慨的薪資方案作為協商基準，許多人認為那正是問題所在。不過，漢伯利克指出，老闆候選人也會雇用精通於各種小技巧的精英律師；等到老闆帶著龐大財富離職引發民眾不滿時，通常已經來不及挽回。漢伯利克建議，「一切都是在就職前協商完畢，那才是該憤怒的時刻。」
一旦老闆離職並拉下黃金降落傘的拉環，董事會通常會認為，最好的方式就是靜靜地付錢。即使近期的法律變革有助於企業可以更容易追回部分獎酬，但在實務上，企業只會在握有明確的過失證據時嘗試。
對於熟知董事會實務運作的人來說，這些事應該並不令人意外。企業付錢給離職老闆之際，其實也是在試圖吸引可以整頓公司的最佳人選。挑戰上一個老闆的福利方案，很容易嚇走理想的新人選。執行長的財富巨輪並不會停止運轉。（黃維德譯）
©The Economist Newspaper Limited 2013
The Economist
Paying chief executives
Fortune
favours the boss
By The Economist
From The Economist
Published: December 10, 2013
Dec 7th 2013 | NEW YORK | From the print edition
Big, controversial "golden goodbyes" to bosses are probably
here to stay.
IS THE new boss of Time Warner Cable about to become one of the
luckiest-ever winners of the great chief-executive pay lottery? Robert Marcus
is set to take over as boss on January 1st. If rumours are to be believed, that
will be just in time for the cable firm to be bought by one of a host of rivals
that are now circling it. A change-of-control clause in his contract means he
could go straight back out of the door with a "golden goodbye" of
over $56m.
The biggest loser, in contrast, may be Philippe Varin, who will step
down as boss of PSA Peugeot Citroën, a struggling French carmaker. On November
27th, he issued a statement saying he would give up a pension provision valued
at €21m ($28.4m). The board will decide his future pension arrangements before
he retires, probably with an eye on public opinion. He follows in the footsteps
of Fred Goodwin, who presided over the collapse of Royal Bank of Scotland. In
2009, again after a public outcry, the man known as Fred the Shred, because of
his fondness for firing people, agreed to reduce his pension by £212,500
($345,000) a year to a paltry £342,500.
It is rare for public disapproval of generous golden goodbyes to have
so much impact. Even the introduction of "say on pay" votes in
countries such as America and Britain seems only to have curbed the most
egregious excesses. Ira Kay of Pay Governance, a consultant, says that in
America, most company boards facing such votes have managed to win them by
dropping overgenerous perks like the automatic vesting of the boss's share
options even when he has kept his job following a takeover. The once-widespread
practice of paying a boss's taxes on his post-takeover payout, a nice little
earner known as the "excise tax gross-up", has also ended, costing
some chief executives millions of dollars, says Mr Kay.
Bosses can no longer trigger big severance payouts by
"self-termination"—quitting or retiring—adds Doug Friske of Towers
Watson, another pay consultant. Topping up the pension fund for a boss who
leaves earlier than expected is now frowned on too. "Say on pay" has
also forced boards to get better at costing perks that once were wrongly
regarded as practically free.
Yet the golden parachute is a "chronic problem that I don't see
changing anytime soon," says Donald Hambrick, a management professor at
Pennsylvania State University. The procession of bosses exiting with fabulous
pay-offs continues (see chart). Pay consultants brought in by firms seeking a
new boss often get blamed for regarding the most generous existing package in
the market as the baseline for negotiations. But there is also a "small
cottage industry of elite lawyers" who are used by any candidate to be
boss, and who have mastered every trick in the book, Mr Hambrick says. By the
time the public is frothing at the mouth about some fired corporate failure
walking off with a fortune, it is usually too late to do anything about it.
"Everything is negotiated up front; that is the time to be outraged,"
he advises.
Once a boss has failed and pulled the cord on his golden parachute,
boards typically conclude that it is best just to pay up quietly. Even though
recent legal changes have made it easier, even in America, to claw back some of
the money paid to failed bosses, in practice firms will only try to do that if
there is cast-iron evidence of fault, such as a financial misstatement.
None of this should come as a surprise to anyone familiar with the
myopic ways boards tend to work in practice. The moment when a company is
paying off a failure is also the moment it is trying to attract the best
possible candidate to sort out the mess. Contesting the last boss's deal could
easily scare off the ideal new one. The CEO wheel of fortune keeps on turning.
©The Economist Newspaper Limited 2013
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