Morgan Stanley shareholders were advised by Proxy Governance to vote against a proposal on an annual shareholder advisory vote on executive compensation, or say on pay, and against the re-election of C. Robert Kidder as a director over a breakdown in risk management oversight, according to a report by the corporate governance research firm.
The $850 million American Federation of State, County and Municipal Employees staff pension plan, Washington, sponsored the say-on-pay proposal.
We believe that the companys executive compensation levels relative to its peers are reasonable and the compensation program is adequately disclosed, Proxy Governance said in its report. Proxy Governance recommends opposing the re-election of Mr. Kidder to hold him accountable for oversight failure as chair of the audit committee in 2005 when a critical risk management decision was made that overstepped the role of the committee, the report said. Better oversight could have helped prevent credit-related losses, the report said.