Board Appointments and Executive Compensation: a Survey of Four Alberta Provincial Agencies
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Institute for Public Economics Policy Series Board Appointments and Executive Compensation: A Survey of Four Alberta Provincial Agencies Robert L. Ascah Fellow Institute for Public Economics University of Alberta 26 June 2016 DRAFT- READY FOR REVIEW 1 Board Appointments and Executive Compensation: A Survey of Four Alberta Provincial Agencies 6/26/2016 6:37 PM DRAFT Table of Contents List of Tables and Charts Acknowledgements Executive Summary 1.0 Introduction 1.1. Background 1.2. Purpose and Selection of Agencies 1.3. Policy Issues Considered 1.3.1 Board Appointments 1.3.2 Nova Scotia experience with merit-based appointments 1.3.3 Executive Compensation 1.3.4 Some Caveats 1.4. Approach 1.4.1 The case for diversity 1.4.2 Inequality 1.5. Using Values as a Lens 1.6. Data Sources 2.0 Alberta Investment Management Corporation (AIMCo) 2.1 Background 2.2 Capelle Associates Report 2.2.1 “Investment Excellence” 2.3 Bill 12 2.3.1 “The Start of Something Big” 2.4 Compensation Philosophy 2.4.1 Performance Factors 2.5 AIMCO’s Alberta Board Members 2.5.1 Board appointment process 2.5.2 Profession/Occupation 2.5.3 Political Affiliation 2.5.4 Provincial Agency Boards 2.5.5 Implications 2.6 Executive Officer Compensation 2.6.1 Executive Pay Increases 2.6.2 CEO Pay Ratios 2.6.3 CEO Peer Comparisons 2.7 Conclusion 3.0 Alberta Treasury Branches (ATB Financial) 3.1 Background 3.1.1 Political Lending 3.1.2 Scandal 1 3.1.3 ATB Expands 3.1.4 Scandal 2- West Edmonton Mall 3.1.5 Rebuilding 3.1.6 Third-party sponsored Asset-backed Commercial Paper (ABCP) 3.1.7 Other Developments to Present 3.2 Board appointments at ATB 3.2.1 Board Appointment Process 3.2.2 Occupation/Profession 2 Board Appointments and Executive Compensation: A Survey of Four Alberta Provincial Agencies 6/26/2016 6:37 PM DRAFT 3.2.3 Political Affiliation 3.2.4 Provincial Agency Boards 3.3 Executive Officer Compensation 3.3.1 Overview 3.3.2 CEO Pay Ratios 3.3.3 CEO Peer Comparisons 3.3.4 Pay at RIsk? 3.3.5 ABCP Executive pay 3.4 Conclusion 4.0 Alberta Securities Commission (ASC) 4.1 Background 4.1.1 General History 4.1.2 Alberta’s Capital Markets 4.1.3 Evolution of Securities Regulation 4.1.4 Objectives of Securities Regulation 4.1.5 Need for policy co-ordination 4.1.6 Push for a National Securities Commission 4.1.7 Alberta Developments 4.2 Commission Appointments 4.2.1 Board Appointment Process 4.2.2 Profession/Occupation 4.2.3 Political Affiliation 4.2.4 Provincial Agency Boards 4.2.5 Conclusion 4.3 Executive Officer compensation 4.3.1 Chair Pay Ratios 4.3.2 Chair Peer Comparisons 4.4 Conclusions 5.0 University of Alberta (UofA) 5.1 A Brief History 5.2 Board of Governors Appointments 5.2.1 Board appointment process 5.2.2 Profession/Occupation 5.2.3 Political Affiliation 5.2.4 Provincial Agency Boards 5.2.5 Conclusion 5.3 Executive Officer Compensation 5.3.1 President Pay Ratios 5.3.2 President Peer Comparisons 5.3.3 External Compensation 5.4 Conclusion 6.0 Conclusions 6.1 Background to (Trying to) Understand these Complex Processes 6.2 Executive Officer Compensation and Performance 6.2.1 Commercial Enterprises 6.2.2 Alberta Securities Commission 6.2.3 University of Alberta 6.2.4 Inequality 6.3 Board Appointments 3 Board Appointments and Executive Compensation: A Survey of Four Alberta Provincial Agencies 6/26/2016 6:37 PM DRAFT 7.0 Recommendations 7.1 Board Appointments 7.2 Executive Officer Compensation Appendix 1- Summary of key provisions of At the Crossroads and the Provincial Agencies Accountability Act 8.0 Bibliography 9.0 List of Abbreviations List of Tables and Charts Table E1 List of Corporate Donations to Alberta Political Parties Table 2.1 AIMCo Board Appointments Table 2.2 AIMCO Directors’ Donations to PCAA Table 2.3 AIMCo Staff and Executive Compensation – Pay Ratios Table 2.4 AIMCo Comparators Chart 2.1 AIMCo CEO Pay Ratios Chart 2.2 AIMCo CEO Peer Comparison Table 3.1 ATB Superintendents/President and CEOs Table 3.2 ATB Board Appointments Table 3.3 ATB Directors’ Donations to PCAA Table 3.4 Achievement Notes Table 3.5 ABCP Executive Compensation Table 3.6 Change in Compensation at ATB Chart 3.1 ATB Loans and Chartered Banks’ Alberta Business Loans Chart 3.2 ATB CEO Pay Ratios Chart 3.3 ATB CEO Peer Comparisons Chart 3.4 Return on Assets before Tax- ATB, CWB and SERVUS Table 4.1 ASC Commission Members Table 4.2 ASC Members’ Donations to PCAA Table 4.3 Federal Agency CEO Salaries Chart 4.1 ASC Chair Pay Ratios Chart 4.2 ASC Chair Peer Comparisons Table 5.1 University of Alberta Construction 1911-2016 Table 5.2 UofA Board Appointments Table 5.3 UofA Governors’ Donations to PCAA Chart 5.1 University of Alberta- Evolution of Faculty and Staff Positions Chart 5.2 UofA President Pay Ratios Chart 5.3 UofA President Peer Comparisons 4 Board Appointments and Executive Compensation: A Survey of Four Alberta Provincial Agencies 6/26/2016 6:37 PM DRAFT EXECUTIVE SUMMARY Approach This study examines board appointments and executive compensation at four Alberta provincial agencies: the Alberta Investment Management Corporation; Alberta Treasury Branches (ATB); the Alberta Securities Commission (ASC); and the University of Alberta (UofA). All agencies are significant in size and their successful functioning is critical to the prosperity and well-being of Alberta’s economy and society. The data set draws from the 1996-2015 period when executive compensation data became publicly available. The study is based on three assumptions: 1) diversity of board membership is a good thing; 2) common professions, political affiliation, and board connections work against diversity; and 3) greater income inequality is a risk to social and economic stability. The growth of executive incomes in the institutions studied, relative to average salaries within these organizations, and in the labour force in general, is a matter of public interest. Alberta is an extremely wealthy province and growing income inequality tacitly sanctioned by government- board- appointed institutions should be debated against the notion that to get the best executive leaders, only the “market” can be the final determinant. Given that the province had been ruled by the same political party for 44 years prior to last May, it is not surprising that virtually all the directors or governors of these institutions (that could be identified through donations or public political activities) contributed to the Progressive Conservative Association of Alberta. The report summarizes a 2002 study that delves into Nova Scotia’s experiment in trying to correct the problems of patronage appointments. Except for the Alberta Investment Management Corporation (AIMCo), the institutions examined have had a long history of operating. A considerable amount of historical background is provided to illuminate the distinct role each have played in the financial, educational, political, and economic history of the province. Since these institutions perform such distinct functions, the appointments by government to command positions (e.g. board of governors, directors) must be managed with great care. The brief organizational histories highlight key conflicts or contradictions in the roles they play between students, faculty, administrators, and government; between debtors and creditors; between pensioners and financial engineers; and between securities issuers, securities salespersons, and institutional and retail investors. Key Findings Board Appointments- Aggregate Of the 138 unique individuals on these four boards, 35 were lawyers, 31 were accountants, 14 were engineers, and six worked in the agri-food business. Notably absent from the boards were medical doctors, scientists, artists, and academics. In the overall group, 63 were associated with the PCAA, one with the NDP (2016), one with the Social Credit party and two with the Alberta Liberal party and one contributing to both the Alberta Liberals and PCs. In the aggregate, over $2.3 million was donated to the PCAA by these individuals and associated companies from 2003 to 2015. The companies these individuals were associated with also donated $268 thousand to the Liberal party and $173 thousand to the Alberta Wildrose Party.1 There were 61 persons who sat on other provincial boards and nine that had sat on four or more provincial boards or committees. It should be emphasized that during this period, the PCAA was, in effect, “the only game in town” 1 Alberta NDP policies prohibited donations by corporations since … 5 Board Appointments and Executive Compensation: A Survey of Four Alberta Provincial Agencies 6/26/2016 6:37 PM DRAFT and the fact that many of these individuals were Tories does not, in itself, diminish their contributions to these organizations nor call into question their qualifications. Table E.1 Corporate Donations PCAA ALP WP AP PC Leadership Company Donations $ Alberta Motor Association 8850 550 ARC Financial 90180 ATCO 183324 23400 375 Capital Power 63016 3275 CCI Thermal 5750 Cathton Holdings 29700 Cameron Developments $5000 TO $30,000 Cenovus Corporation 106953 37100 EBA Engineering 12750 Encana Corporation 244230 58400 116800 Fountain Tire 20150 1000 $5000-$40,000 Highland Feeders 5125 Hole's Greenhouses 11466 $101-$500 Lakeside Farms 950 LeHigh Inland Cement 116500 $10 TO $4999 Lloyd-Sadd Insurance Brokers 75000 MacLab Enterprises 134265 10000 M.T.E. Logistix Management Inc. 12000 Melcor 97,100 1500 8600 Nelson Lumber 14500 Northwest Upgrading 59550 3500 8150 PCL 185471 48700 PennWest 127869 12000 11500 Princeton Developments 8275 Rexall-Katz Group 227,275 Stantec 70,125 Suncor 340353 72839 22955 2000 Sunshine Village 8,000 Syncrude 59681 Tristone Capital 9,400 Westjet Airlines 26470 Totals 2354277 267989 172655 2000 Source: Elections Alberta 6 Board Appointments and Executive Compensation: A Survey of Four Alberta Provincial Agencies 6/26/2016 6:37 PM DRAFT AIMCo The board appointments2 show a distinct preference to persons with a business background and knowledge of finance as mandated in the legislation.