The European Commission is consulting on the rate of directors' remuneration, the first of several consultations planned following the Commission's Action Plan to modernise company law and enhance corporate governance in the EU.

Discontent with 'fat cats' has spilled over from the High Street into the boardroom as shareholders have begun to rebel against what are perceived as extortionate rates of pay.

Similar controversy follows 'golden parachute' deals that reward failing bosses who are forced out of office early. One such deal upset shareholders of GlaxoSmithKline last year, forcing directors to withdraw a two-year rolling contract with CEO Jean-Pierre Garnier that could have awarded him almost £5 million in the event of his leaving the company early.

Only last week, senior executives at Standard Life faced criticism for awarding themselves massive bonuses, despite the insurance company announcing cuts in policy payouts over the last two years.

The Commission's announcement is not a direct result of these concerns, but part of an overhaul of EU company law which began in May last year.

The Action Plan contains a set of initiatives aimed at strengthening shareholders' rights, reinforcing protection for employees and creditors, increasing the efficiency and competitiveness of European business and boosting confidence on capital markets.

Public consultation on the Action Plan as a whole, which ended in mid-September 2003, revealed consensus behind its main measures. The Commission is now committed to further open consultation on each of those key measures and the consultation exercise on directors' remuneration announced yesterday is the first of several arising from the Action Plan.

The Action Plan recognises the need for shareholders to be able to appreciate fully the relationship between the past and future performance of companies and directors' pay and to make decisions on aspects of remuneration linked to the share price such as share options for directors.

The Commission intends to adopt a Recommendation on directors' remuneration by September 2004.

Comments on the consultation should be submitted by 12th April 2004.

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