Re: Who pays the ferryman??
The CEO says what he/she wants. In theory, the board should hold the CEO to account and ensure the remuneration package is reasonable. In practice, the board consists of people who get paid a lot to turn up for a meeting once a quarter, plus they are likely to have their heads in the trough at other companies. No one wants to derail the gravy train. In Hurd's case, he was chairman of the board at HP and wouldn't be encouraging them to reduce his benefits.
The other group that could do something are the shareholders, but they are mostly large banks and insurance companies, who have CEOs that are also happy to be overpaid. So it's all aboard the gravy train and magnums of Bolinger all round.
When a group of small shareholders try to do something like this, they get nowhere.