Autonomy and Menzies added to NAPF hit list

The software company Autonomy and John Menzies are the latest companies to face a run in with the powerful National Association of Pension Funds over directors' bonuses and "golden goodbye" pay-offs.

The NAPF branded Autonomy's remuneration policy "unusual" and "not for the faint hearted" in a report it has sent to members ahead of the company's annual general meeting next Thursday.

The body, whose members control about a fifth of the stock market, is urging shareholders not to support the re-election of Richard Perle, the senior adviser to the Pentagon who is a non-executive director, on the basis that he is not independent of the company's management.

Autonomy has also come onto the NAPF's radar screen because it has not set up a performance-related bonus scheme for its two executive directors and founders of the business, Mike Lynch and Richard Gaunt. The body also objects to the fact that in the past the company has handed out share options to its non-executive directors, including Mr Perle – a move disliked by many institutional investors on the grounds that it compromises their independence.

Autonomy defended its record, saying it no longer awarded share options to non-executives. It cannot cancel them, it said, because that would breach regulations in the US, where it is also listed. John Menzies has fallen foul of the NAPF over the two-year pay-off Iain Callaghan, director of the company's wholesale division, would receive if he lost his job.

Separately Chubb, the security group, faced angry questions at its annual shareholder meeting yesterday over a £850,000 pay-off for Robert Gasparini, its chief executive, who left in January after he oversaw a 75 per cent collapse in the company's share price.

The spate was an embarrassment for Sir Victor Blank, a director of Chubb, who is also a member of the Confederation of British Industry's recently established taskforce to curb excessive boardroom pay. In the event, 7 per cent of shareholders refused to support Chubb's remuneration report.

Elsewhere, the concrete maker RMC held a relatively quiet annual meeting, despite agreeing earlier this year to pay its departing finance director, Richard Lambourne, £555,000 in compensation.

RMC has been one of the first companies to adopt proposals heralded by the NAPF as good corporate governance, under which departing directors receive their severance payment in instalments over the course of a year, which stops at any point if the individual gets a new job.

Other companies which are heading for a showdown next week with the corporate governance lobby include Amersham and Friends Provident, which have two-year notice periods for some directors. Pirc, the lobby group, is also targeting Aviva, Prudential and Xstrata.