`Golden circle' preventing spread of light


DID you know that Irish criminals are so sophisticated that the Monk, the Penguin and, others were studying the annual reports of quoted Stock Exchange companies to add up directors' emoluments so they would know who best to kidnap next?

However, thanks to vigilance by the Irish Association of Irish Investment Managers and the Stock Exchange itself, this avenue to crime has been decisively blocked. These two organisations have decided that Irish published accounts will not have to disclose individual directors' emoluments, so that the godfathers of crime will not know who to kidnap.

Now a cynic might say that the real reason that the Irish Association of Investment Managers and the Stock Exchange have agreed to continue the secrecy is so that ordinary shareholders cannot find out what the top management are paying themselves and so performance cannot be assessed.

It is also a way of stopping trade unionists, who have accepted very modest pay increases, at a time of spectacular profit growth, from seeking fairer shares of rapidly increasing cakes.

Internationally, at a time when business is busy promoting greater corporate governance, it is surprising that the Irish private sector should be stepping so out of line with global trends. The Government is also trying to promote more openness with its Ethics in Government Bill and a Freedom of Information Bill.

In the UK there have been major debates on the pay of top bosses. In particular, the recently privatised utility bosses, former public servants, heading up large scale monopolies, have paid themselves staggering "rewards" for their risk free, entrepreneurship.

Even Mr Major has been stung into criticising the pay of the top bosses. The Cadbury Commission examined many areas of corporate governance and advocated far more disclosure on top salaries. More recently, the Greenbury report advocated even further disclosure.

Here in Ireland, the Ryan Commission advocated that a number of reforms be, introduced to make business more accountable to its "stakeholders". Dr Ryan, a former governor of the Bank of Ireland with a good public service record, advocated that the salaries and other emoluments of management be disaggregated individually.

Regrettably, the Government's Company Law Reform Group which reported in December, 1994, disagreed with Dr Ryan, on this reform. It did, however, agree that share options should be individually disclosed, in spite of it being contradictory to have options but not other emoluments disaggregated.

As a member of the Company Law Review Group, I strongly disagreed with this recommendation. The pay of top directors and senior management of companies should be fully disclosed for several other reasons.

Shareholders are entitled to know, what rewards the management of companies are giving themselves. Business has, moved substantially away from the position of the owner manager to professional management running companies, which are often owned by many workers, usually through their pension funds and insurance commitments.

More importantly, however, is the modern "stakeholder concept" where the major stakeholders in a company are the employees, customers, creditors and others who come into contact with it or its products. All those dealing with a company should have some idea of how it is performing, whether it is solvent and what rewards those at the top get.

Bill Murdoch pointed out (The Irish Times December 18th) the added anomaly that Irish companies on the London Exchange will be exempt from the British requirements on the disclosure of directors' pay.

Three high profile kidnappings of Ben Dunne, Don Tidey of Quinnsworth and the family of former National Irish Bank chief executive Jim Lacey are not relevant to the debate because no one knew what they were earning. This was because their companies are private ones which do not publish annual reports of any worth.

This is a related issue in a democratic and open society because these huge private companies are also "public interest companies". This means that they are, major companies with which ordinary Irish people have transactions every day and they also control a large proportion of the economy.

The argument that private companies should not have to publish accounts because they are only answerable to their private shareholders, does not stand up on this day and age, where the stakeholders in these companies, be they suppliers, employees or customers, should be entitled to the security of minimum information on their operation's.

It appears as if the Stock Exchange and also the Irish Association of Investment Managers, who are supposed to represent the institutional investors, have been "captured" by the management of the companies in which they are investing. It appears that the two bodies form a golden circle, together with the top management of Irish companies, which is ensuring that no light reveals the gold.

"Self regulation" by the Stock Exchange appears to be "no regulation". Therefore, the State must now step in and regulate the area of corporate governance and of disclosure of financial information by top Irish firms which control a large part of our economy, be they private, or public.

It is also time that trade unions began" to demand that the small elite of investment managers, who control hundreds of billions of pounds of their members' money, should no longer be left unsupervised. The election of employee representatives to pension schemes is a small and overdue step in the right direction, but far more needs to be done.

Too little of the billions of Irish pension funds are invested in Ireland, the long term perspective is not taken and ethical investment is ignored. In addition, this Government, pledged to openness and accountably, will have to reform Company Law so that Ireland is a good, open place to do business in the 21st century.

Finally, those of you who believe that the criminal bosses are studying annual reports probably still believe in Santa.