MANNHEIM, Germany (Reuters) - SAP's (SAPG.DE) supervisory board narrowly won the backing of shareholders at its annual general meeting on Wednesday after criticism of the German software company's executive pay.
With almost 70 percent of SAP's share capital represented at the meeting, only 50.49 percent of votes were cast in favor of endorsing the actions of the supervisory board at Europe's largest technology company.
Earlier, leading shareholder advisers urged SAP investors not to sign off the supervisory board's actions - a normally routine event at German shareholder meetings that effectively signals investor confidence in the board.
Institutional Shareholder Services (ISS) took issue with the supervisory board's refusal to acknowledge any need to improve its remuneration system, despite shareholder discontent.
SAP Chief Executive Bill McDermott's 15.6 million euro payout for 2016 ranks at the top end of German corporate pay.
Supervisory board chairman and SAP co-founder Hasso Plattner promised shareholders more transparency on management pay, but some investors were not satisfied.
"Too little, too late," said Christiane Hoelz of German shareholders group DSW. "SAP did not act, but only reacted."
The criticism is the latest sign of shareholder unrest in Europe. Last month, shareholders rejected German reinsurance group Munich Re's (MUVGn.DE) pay policy, while energy group BP (BP.L) cut its CEO's 2016 pay package by 40 percent after shareholders objected.
About 20 percent of SAP shares are held by co-founders or their family and 56 percent by institutional investors.
Plattner told shareholders its executive pay system was reasonable. "Our executive payment must be seen in comparison with other software companies and must be competitive," he said.
Including stock options, McDermott's annual pay could reach as much as 41 million euros, which shareholder advisers said was too high. But Plattner said that to receive this, SAP's market value would have to triple in the next four years.
Plattner, who owns 7.1 percent of SAP shares valued at more than 8 billion euros, added he did not expect that to happen. "But if it (did) ... I think we should not begrudge Bill. And our employees," he said, noting shareholders would also make billions of euros under such a scenario.
SAP also said former co-CEO Jim Hagemann Snabe would resign from the supervisory board ahead of his appointment as chairman of German industrial conglomerate Siemens to avoid potential conflict of interests.
Hagemann Snabe was considered the main candidate to replace 73-year old Plattner as SAP's chairman and his exit appears to put the search back to square one.
Asked how long he was planning to stay, Plattner said his term would end in 2019 and he was open to extending it, though not for another full 5-year term.
Reporting by Harro ten Wolde; Editing by Edward Taylor and Mark Potter