Changing board behaviour: The role of the 'Two Strikes' rule in improving the efficacy of Australian Say-on-Pay

This article analyses whether the transition from the 2004 CLERP 9 advisory Say-on-Pay regime to the 'Two Strikes' rule in 2012 influenced CEO pay in Australian firms. Analysing a panel of 2,074 firm-years (2005-2015), we find that (i) CEO pay is a positive predictor of shareholder dissent; (ii) firm performance has a reducing effect on shareholder dissent; (iii) excessive shareholder dissent moderated CEO pay under the 'Two Strikes' rule relative to the CLERP 9 regime, and (iv) the market responded favourably to the introduction of the 'Two Strikes' rule and negatively to 'strike' instances after its introduction.