Vigilance is key to ensuring executive compensation isn’t out of control, said the CFA Institute Centre for Financial Market Integrity today. In the wake of disastrous fallout from the subprime mess in the U.S., the Centre is calling for improved disclosure and shareholder influence on executive pay practices.

“Investors are looking for lasting changes and not just window dressing to placate the subprime moment,” said James Allen, senior policy director for the CFA Institute Centre’s capital markets policy group, in a release. “Vigilance is important to ensuring that incentives are properly calibrated and aligned. Companies need to go further than managing the public relations challenges of executive compensation.”

In December 2007 the Centre recommended 10 changes to existing U.S. Securities and Exchange Commission rules for executive compensation and related-party disclosure.

“The attention of the public, regulators and Congress may have had a positive effect in limiting some of the more egregious pay packages, but there is more work to be done,” said Kurt Schacht, managing director of the Centre. Schacht added that corporate reaction to the SEC’s recent efforts to improve pay disclosures have fallen short, resulting in another exercise in corporate boilerplate.

The problem of excessive compensation may be centred in the U.S., but Canada is in no way immune to issue, according to William Dimma, board chairman at Home Capital Group Inc. “Tolerance has evaporated,” he told a recent corporate governance conference in Toronto. “Tolerance has been tested sorely by unprecedented and often undeserved levels of senior executive compensation. I think these offend even the most devoted advocates of the free enterprise system.”

Dimma suggests there are three ways of looking at the compensation quagmire. First is that government regulations are necessary (“Forget it!”). Second is that the system is simply a vibrant free market and should remain as it is (“Not so.”). And finally, is the assumption that the executive compensation market is flawed and therefore renewed governance practices are needed to ensure CEO pay is truly a market, which is the only “sensible” solution, according to Dimma. “This doesn’t include contrived, artificial or distorted markets in which CEOs win big even when their shareholders win small,” he said.

What might these solutions look like? Dimma, who is also the former dean of the business school at Toronto’s York University, put together an 8-step plan to combat unwarranted pay packages. It includes a compensation committee that excludes the CEO but appoints experts in the compensation field. As well, these experts should not be paid by the company for any other services, in order to maintain independence. Some of Dimma’s other solutions touch on full and fair disclosure, measuring aspects of performance outside of earnings, the so-called “soft skills,” and say-for-pay measures.

There has been a slew of interest recently in the concept of say-for-pay, in which shareholders are given a non-binding vote on executive pay at annual meetings. Shareholder proposals addressing the idea were filed at each of the big five banks’ annual meetings this year. CIBC shareholders surprised by voting 44.96% in favour of the proposal, prompting board chair William Etherington to comment that the “great deal of interest in this area” means the bank would have to pursue further discussion on the matter.

Dimma said he wouldn’t be surprised to see companies take up the idea in the next five years. “No one seems to want to lead the charge and it certainly isn’t going to happen this year,” he told conference goers. “But I think if the movement does start, it may in fact be unstoppable.”

And today’s troubled marketplace is an ideal breeding ground for new ideas, as investors are hyper-concerned about any excess in light of vast shareholder losses. “Given the magnitude and severity of the subprime impacts, one would expect those in charge to have likewise suffered some personal financial loss,” said the CFA’s Schacht. The Centre cited the decisions to allow the Merrill Lynch and Citigroup CEOs to retire rather than be terminated.

“Societal attitudes have definitely hardened,” said Dimma. “There has never been a firmer resolve to do something constructive about it.”