RSA May Face AGM Dispute as PIRC Says CEO Bonus ‘Excessive’

RSA Insurance Group Plc may face a backlash from investors this week as Pensions & Investment Research Consultants Ltd. said Chief Executive Officer Stephen Hester’s compensation was “excessive.”

The shareholders’ group recommended investors abstain from voting for Hester’s pay at Friday’s annual general meeting, saying an increase in his long-term performance-related bonus was “not considered appropriate.” PIRC also opposed the re-election of Chairman Martin Scicluna.

“It is important to note that the CEO salary is considered to be just above the upper quartile of the peer group,” PIRC said in a governance report sent to clients. “The CEO’s maximum variable opportunity under all incentive schemes is considered excessive as well.”

Hester, who was hired a year ago to help turnaround the London-based insurer, faced similar pay disputes as CEO of Royal Bank of Scotland Group Plc. Sky News reported last month that activist Swedish hedge fund Cevian Capital AB, which owns about 13 percent as RSA’s largest investor, may vote against the compensation report. A Cevian representative wasn’t available for comment when contacted by Bloomberg.

The CEO’s compensation for 2014 was 2.1 million pounds ($3.2 million). He was also awarded as much as 2.85 million pounds in long-term incentives, the annual report showed.

‘Crucial Role’

Another proxy voting firm, Institutional Shareholder Services, supported the company’s compensation recommendations. Even so, ISS said “it was not without concern for shareholders,” citing a lack of visibility over some performance targets and Hester’s “larger than usual” bonus.

RSA said in a statement the compensation committee deemed Hester’s long-term bonus of 300 percent of salary appropriate, with the award given “in recognition of the crucial role he has in the transformation of the company over the next few years.”

PIRC also recommended shareholders vote against the re-election of Scicluna, who has been chairman since 2013, saying he doesn’t have enough time to devote to the insurer given his position of chairman of Great Portland Estates Plc.

It also opposed the re-election of Alastair Barbour as an independent non-executive director because of his former employment at KPMG, RSA’s auditor.

RSA reports first-quarter results on Thursday. The shares have declined 4.6 percent this year, making them the worst-performing insurer on the FTSE 350 Index.

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