Control and directors' remuneration in large British companies: An empirical investigation of directors' shareholdings and remuneration, and the implications of remuneration patterns for managerial theories of the firm.

Abstract

Literature on the divorce of ownership from control has emphasised the declining proportion of shares owned by salaried managers who control large companies. Because these salaried managers have negligible proprietarial interest in the companies they manage, some writers have suggested that they will have different motives to owner-managers. In particular, managers' direct pecuniary interests may cause them to pursue company growth at the expense of profit, for managers' salaries tend to be related to the size of the companies which they manage rather than the profitability of those companies. These alternate motivations were incorporated in various managerial theories of the firm developed in the late 1960's which emphasised company growth as a key objective. An investigation of the shareholdings and salaries of the directors of major British companies confirms that the proportion of total shares held by company directors has fallen over the years, though it is argued that shareholdings are still large enough to allow directors to exercise effective control over their companies. In addition, while the proportion of total shares held by directors is small, these shareholdings are often large in absolute terms and constitute a significant source of directors' income, though the size of directors' shareholdings varies considerably between industries. Combined dividend income and capital appreciation of shareholdings match the remuneration which directors receive as salary income. It is argued that these profit-related income elements are sufficiently large to cause directors to attach priority to profitability goals. This proposition is explored through statistical analysis of the relationship between directors' remuneration and company performance. Regression results show that as the definition of directors' remuneration is broadened to include dividends and capital appreciation as well as salary, company size variables diminish in importance as determinants of remuneration and profitability variables predominate. Managers do have an incentive to pursue profitability.