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This excerpt taken from the PCG DEFA14A filed Apr 9, 2009. EXECUTIVE
PAY
(San Francisco) – PG&E
Corporation (NYSE:PCG) today announced that, beginning in 2010, it will seek
shareholders’ advisory vote on executive compensation each year at the company’s
annual meeting. In addition, PG&E Corporation’s utility unit, Pacific Gas
and Electric Company, has adopted the same policy. These advisory votes will be
taken into consideration by the Boards of Directors of PG&E Corporation and
Pacific Gas and Electric Company as they set future executive compensation
policies and levels.
“Extending
an opportunity for shareholders to weigh in on our compensation policies and
procedures is the right thing to do and will be a source of valuable input,”
said Peter A. Darbee, PG&E Corporation Chairman, CEO and President.
“PG&E’s compensation programs are designed to ensure that pay matches
performance and to align the interests of executives and investors. Asking for
shareholders’ input is good governance and an important way to hold ourselves
accountable for meeting these goals. It’s also consistent with our vision to be
the nation’s leading utility. ”
The
Boards' decision to adopt the new policy came in response to a majority vote at
PG&E Corporation’s 2008 annual meeting in favor of a shareholder proposal to
establish a “say on pay” advisory vote. That proposal was supported by 52.7
percent of shareholders who voted on the measure.
As a
result, next year PG&E Corporation and Pacific Gas and Electric Company will
begin seeking shareholder approval of the companies’ overall pay-for-performance
compensation policies and practices, as described in detail each year in the
proxy statement. The companies will ask shareholders to review the “Compensation
Discussion and Analysis” in the proxy statement, as well as the specific
information reported in the compensation tables and related disclosures for
listed officers. The
adoption of the “say on pay” policy in response to last year’s vote is the
fourth time in recent years that PG&E Corporation acted on a shareholder
proposal that received a majority vote. In 2006, the company adopted a
shareholder recommendation to establish a policy restricting so-called “golden
parachutes.” In 2004, the company adopted a shareholder recommendation to
eliminate its shareholder rights plan as well as a shareholder recommendation to
adopt a policy regarding future shareholder rights plans.
PG&E
Corporation’s performance on corporate governance issues has earned strong
ratings from key evaluators of corporate governance. PG&E recently received
Corporate Governance Quotient scores from RiskMetrics Group/Institutional
Shareholder Services (ISS) that were higher than those of 92.8 percent of the
utility companies in the S&P 500 index and 86.7 percent of all S&P 500
companies. GovernanceMetrics International awarded PG&E an overall
governance rating of 9.5 out of a possible 10.
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