Amidst high inflation, economic uncertainty, shareholder
activism and a continued focus on the executive-to-employee pay
disparity, executive compensation continues to attract heightened
scrutiny. Boards of directors and senior management teams must
carefully balance recruitment and retention considerations with
institutional investor pressure, proxy advisory views and public
perception to ensure their management teams are well-positioned to
act in the long-term best interests of their companies.
Directors increasingly face criticism—and even
litigation—from shareholders alleging a breach of
directors' duties for what they perceive as excessive executive
compensation packages or arrangements that may encourage
unwarranted risk-taking behaviour. It is therefore important that
board members, and particularly those on the compensation
committee, obtain appropriate advice and understand in detail all
elements of their organization's executive compensation
arrangements.