Brazilian chief executive officers are fighting to keep their salaries secret.
Companies from Embraer SA to Itau Unibanco Holding SA to Vale SA, all with American depositary receipts, don’t disclose compensation for top officials, contrary to international norms in countries like the U.S. and U.K. Four years after securities regulator CVM ordered release of expanded pay details, more than a third of Brazil’s most-traded companies are refusing to do so as a court case against the decision plays out.
Shareholders say the information ensures CEOs don’t overpay themselves to the detriment of investors, while corporations say the rule violates managers’ privacy and puts them at risk for kidnapping. They cite the case of Abilio Diniz, who was held hostage for several days in 1989 when he was an executive at supermarket chain Cia. Brasileira de Distribuicao Grupo Pao de Acucar, and the escape of three children of billionaire Jorge Paulo Lemann from an attempted abduction in 1999.
“In Brazil, if you say how much you make, you’re an idiot, irresponsible, or an exhibitionist,” said José Roberto de Castro Neves, the lawyer who filed an injunction in 2010 against the CVM decision on behalf of the Brazilian Institute of Finance Executives in Rio de Janeiro. “Some executives have had to change their lives. In the suburbs of the U.S., they don’t even have walls around their homes. Here in Brazil, we live in bulletproof cars, in another environment.”
His firm -- Ferro, Castro Neves, Daltro & Gomide -- went to court to argue that companies should withhold salary information. The case remains under litigation in a Rio de Janeiro federal court.
The lack of salary data at Sao Jose dos Campos-based Embraer prompted advisory firm Institutional Shareholder Services Inc. to urge investors in a meeting tomorrow to reject 65 million reais ($29.4 million) in pay for executives and directors at the largest maker of regional jets.
“As evolved and as sophisticated as some of the criminal groups might be in Brazil, I seriously doubt that kidnappers are reading proxy statements,” said Cristiano Guerra, ISS’s head of Latin America and U.S. research. For minority investors, “remuneration is the next hot topic that they’ll start pressuring companies for.”
While many companies like Embraer release combined pay for executives and boards, they object to the 2010 rule requiring corporations to also report the highest, average and lowest salary figures for those officials. Individual wages, stock benefits and long-term incentives don’t have to be disclosed.