Chapter 10 Summary An executive compensation plan is “an agency contract between the firm and its manager that attempts to align the interests of the owners and managers by basing the manager’s compensation on one or more measures of the manager’s effort in operating the firm” Two measures of management effort are: Net income Share price Both measures are important because they help control a manager’s risk and ensure that their decisions support the shareholders’ goals. Accountants must understand the importance of net income. If it can be used as a competent measure of manager effort, compensation plans will become increasingly efficient and an accountant’s competitive advantage will be enhanced. Are Incentive Contracts Necessary? According to Fama, the managerial labor market eliminates the need for incentive contracts. Compensation can be based on a manager’s reputation for maintaining high payoffs. Those who are tempted to shirk will find that the resulting reduction in compensation offsets its benefits. Managers who are not disciplined by the managerial labor market will be disciplined by “internal monitoring” (i.e. lower-level managers will report shirking in an attempt to get ahead) Conversely, Arya, Fellingham and Glover (AFG), and Wolfson found that market forces only reduce moral hazard, they do not eliminate it. Therefore, incentive contracts are necessary. AFG found that an efficient contract would exploit the ability of each manager to observe the other’s efforts. With the knowledge that their actions are observable and that shirking will reduce both managers’ payoffs, they will avoid shirking, therefore reducing risk. Wolfson studied the “non-completion incentive problem” facing oil and gas companies. Exploration wells are usually completed if their expected revenues are greater than their completion costs. The general partner, who learns the results of drilling and must pay these costs, may only complete wells where the return is greater than the costs. When comparing exploratory and development wells, Wolfson found that while investors are aware of moral hazard, they pay more for exploratory wells because of the reduced risk of non-completion. Aspects of A Managerial Compensation Plan 1. Compensation plans can consist of salary, cash bonuses, share units and stock options. 2. A threshold level of performance (bogey) must be met before compensation is earned. An upper limit is called a cap. 3. Incentive effects of a compensation plan should be apparent. 4. It is best to integrate both short-term and long-term incentives. 5. Since earnings-per-share and share prices are affected by macroeconomic events, their use is risky. The Theory of Executive Compensation It has been suggested that historical-cost-based net income is more reliable and less volatile to factors out of management’s control and, therefore, is a good measure of manager effort. However, compensation plans are very complex and one must consider incentives, risk and decision horizons. Compensation based solely on net income may not reward current manager effort because net income does not reflect activities that have long-term implications. These problems imply that share price may be a better measure of performance because prices in the efficient securities market are assumed to properly reflect all available information about manager effort. However, share price cannot be the sole factor because it is affected by economy-wide events. Share prices also do not properly reflect all publicly available information because of noise traders. Therefore, using share price as the only payoff measure creates too much risk for managers. Studies have shown that optimal contracts include both share price and net income as performance measures. The theory of executive compensation states that the proportion of net income based and share price based measurement is important in designing efficient compensation contracts. Role of Risk in Executive Compensation Managers are risk-averse. However, unlike investors, they cannot diversify compensation risk. Compensation plans try to minimize risk for a given level of motivation. If the level of risk is too high, managers may only make “safe” decisions, which may not be in the company’s best interests. Conversely, if managers receive a higher level of return for higher risk they may engage in activities that are too risky. To avoid this problem, bogeys and caps limit downside and upside risk. Manager risk can be reduced by relative performance evaluation (RPE). RPE “sets incentive awards relative to the average performance of other firms in the industry”. RPE reduces the systematic risk, which is uninformative about manager effort, and increases the correlation between effort and performance measures. Sloan argues that RPE is not necessary since economy-wide risk is limited by using both net income and share price in compensation plans. Lambert and Larcker (L&L) investigated whether the theory of executive compensation is actually used in designing compensation plans. They found four trends: 1. Return-on-equity (ROE) was more highly correlated to cash compensation. 2. The relationship of payoff measures to cash compensation varied systematically. 3. Growth firms’ compensation was less correlated with ROE than the average. 4. Firms with a low correlation between share return and ROE had a higher weight on ROE in the compensation plan, indicating that net income is relatively uninformative to investors, but informative in terms of manager effort. According to L&L, the fundamental problem of financial accounting theory is that there is a trade-off between the manager-performance-motivating and the investor-informing aspects of information usefulness. Politics of Executive Compensation In Canada and the U.S many believe that top management is overpaid. Jensen and Murphy (JM) believe that top management is not overpaid, but their compensation is unrelated to performance. JM concluded that CEOs are not properly motivated because they do not bear enough risk. Therefore, they recommended that managers maintain larger stock holdings. Three counter arguments to JM’s findings were: There should be a low pay-performance relationship for large firms because even a small increase in firm performance will have a large impact on compensation. Managers of large firms avoid good but risky projects if too much downside risk is placed on them. However, upside risk must also be limited resulting in a low pay-performance relationship. Management’s compensation is lower than expected because it can be given in the form of stock options, which contain restrictions as to when they can be cashed. The decrease in the value of compensation is proportional to management’s risk aversion. Gaver and Gaver found: When earnings were positive there was a strong positive relationship between CEO cash compensation and earnings When earnings were negative, there was a weaker relationship Extraordinary gains were usually reflected in cash compensation, while extraordinary losses were not. Regulations have been set requiring firms to disclose the compensation of management and justify pay levels. These regulations should help shareholders evaluate management compensation and change investment decisions if necessary. Summary Managerial labor markets reduce moral hazard, however they do not eliminate it, therefore creating a need for incentive contracts that align the interests of owners and managers. For a contract to be efficient it needs to increase motivation while maintaining risk at an optimal level. Finally, the relative proportion of net income and share price can influence both long-term a short-term decisions. Chapter 10 Quiz 1. Most compensation plans are based on indicators of management’s effort. These include: a) net income b) revenue c) share price d) all of the above e) both a and b f) both a and c 2. The upper and lower limits of compensation plans are called the: a) maximum and base b) peak and base c) cap and base d) cap and bogey e) none of the above 3. True or False: Managerial labor markets help to reduce the presence of adverse selection. 4. What is relative performance evaluation (RPE) and how does it work? 5. Justify whether or not, one would expect a risk-neutral manager in a firm with a high ERC (earnings response coefficient) to want to have part of their compensation based on RPE. 6. What are some pros and cons of basing compensation entirely on share price? What is an alternative? 7. You are auditing a widget company that uses f.o.b. shipping point and has an executive compensation plan based entirely on net income. What is one method that a company may employ in order to fraudulently increase net income? Which accounts would these actions affect? 8. List and describe three important considerations in creating an effective compensation plan. 9. Investment guru Warren Buffet, recently expressed his displeasure with the re-pricing of stock options for many of the executives of high tech firms. Discuss briefly whether or not this is a positive action in terms of a company’s executive compensation strategy and what implications these actions may have. 10. While the majority of Canada’s bank CEOs took home sizable bonuses last year it was said “at National Bank Financial, there’s a CEO who…took one for the team last year. Kym Anthony saw his compensation fall 26 per cent, while his unit’s profit rose 22 per cent”1. Is there a problem with this manager’s compensation plan? If so, how should the executive compensation plan be changed to help solve this problem? Bay Street’s top dogs earn what they’re paid (usually); Andrew Willis; The Globe and Mail, Toronto: February 27, 2002; pg. B15. 1 Chapter 10 Quiz Answers 1. f 2. d 3. False. It reduces moral hazard. 4. Relative Performance Evaluation’s goal is to reduce a manager’s risk while maintaining the manager’s incentives. It accomplishes this goal by measuring performance relative to the performance of other firms in the industry. As a result the industry-wide or systematic risk is theoretically eliminated. 5. “An earnings response coefficient measures the extent of a security’s abnormal market return in response to the unexpected component of reported earnings of the firm issuing the security”(Scott 152). Thus, a firm with a high ERC would have a stronger market reaction to good news than the average firm in the industry. As a result, the risk neutral manager of a firm with a high ERC would rather have their compensation based on RPE when good news is reported, but not bad news. This is because this firm would show inflated performance in either direction relative to the market, thereby inflating the effect on manager’s compensation. 6. PRO: share price reflects all publicly available information and includes the information content of net income. CON: using share price may impose too much risk on management because it is affected by economy-wide factors that are out of management’s control. These factors include interest rate changes, noise traders and exchange rates. ALTERNATIVE: rather than using only share price, compensation can be based on a mixture of share price and net income. Net income is not sensitive to economy-wide factors; therefore, using both measures increases the efficiency of the contract. Also, the length of the decision horizon will be reflected in the mix of the share price and net income used in compensation. 7. The company’s incentive structure motivates managers to maximize net income. This could be accomplished by fraudulently recording sales just before year-end that did not actually occur. Since the widget company uses f.o.b. shipping point, sales are recorded when inventory is placed on the delivery truck. If the company were to remove the widgets from inventory and place them on the truck at year-end, they could record a fictitious sale and reverse it after year-end. By recording the sales, inventory will decrease and cost of goods sold, sales and accounts receivable will increase, leading to a higher, bottom line net income figure. An auditor may want to send out confirmation letters to all of the buyers at year-end to ensure that all recorded sales had actually been ordered and delivered to the customers. 8. Any three of the following are possible solutions. 1) The plan can consist of different types of compensation such as salary, bonuses, share units and stock options. Quantitative factors, creativity or initiative can be rewarded. 2) The plan should control the risk that management is exposed to. If management compensation is based primarily on a performance measure that is affected by factors outside management’s control, it will most likely affect their performance. 3) A threshold level of performance (bogey) must be met before compensation is earned. Some compensation plans also contain an upper limit (cap). Without limits, managers may either avoid or rely too heavily on risky projects. 4) The incentive effects of the compensation plan should be apparent. 5) The plan should use an effective mix of both share price and net income because they are closely related to manager performance. 9. By re-pricing stock options, high tech firms are trying to solve problems with compensation plans created by economy-wide risk. Stock options are a popular method of rewarding managers since they do not appear as liabilities on the balance sheet. Theoretically, managers who work hard will improve the company’s profitability and share price and as a result they will be rewarded by the increased value of their stock options. The problem is that as the “high tech bubble” burst, the share price of many of these firms plummeted, leaving mangers with stock options that were worthless. The re-pricing of these options can be argued to be a good thing according to managers since many will claim that the drop in share price was due not to their performance, but rather to macro–economic factors over which they had no influence or control. They would argue that if they had realized that this would happen that they would have taken their compensation in other forms such as cash bonuses and higher salaries and that the re-pricing of options was simply a method to help reward them for their good performance. On the other hand, the lowering of stock option exercise prices may be viewed as a negative action by shareholders. They may view this as a reward for sub-par actions of the managers and feel that the mangers freely entered into their compensation contracts and accepted the risk that they bore. Shareholders may be upset since they themselves are not being compensated for the systematic risks of their investment while they managers seemingly are. The problem is that the actual executive compensation no longer matches the original incentives set out by the overall compensation plan and thus it can be seen as a negative. An implication of this is that compensation contracts may consist of a lower proportion of stock options or contain covenants that prevent the exercise price stock options from being lowered. 10. The problem with the compensation plan is that it may not properly reflect the goals of the corporation. The manager may not be inspired to maximize profits because it does not have an effect on his compensation. The manager may look to other areas of the business to increase his own compensation, areas that may not reflect the shareholders goals and best interests. If maximizing profitability is important to the shareholders, then perhaps a compensation plan that ties executive compensation more closely with net income and profitability should be employed.