MOST NOTEWORTHY: Energy companies, Regulated and Diversified Utilities and Tailsman Energy were today's noteworthy upgrades:

• Bernstein raised its 2008 oil forecast to $92.30/bbl, up 27%, and 2008 natural gas forecast to $8.30/mcf, up 7%. By 2012, the firm expects oil prices to be around $86/bbl and for gas to be $9.2/mcf. The firm upgraded Apache Corp (NYSE: APA) and XTO Energy (NYSE: XTO) to Outperform from Market Perform and EnCana (NYSE: ECA) to Market Perform from Underperform.
  
• Goldman upgraded the Regulated and Diversified Utilities sub-sectors to Attractive from Neutral citing expected economic weakness, positive commodity exposure, and earnings growth. The firm upgraded American Electric Power (NYSE: AEP) to Buy from Neutral.
  
• Citigroup upgraded shares of Tailsman Energy (NYSE: TLM) to Buy from Hold ahead of the company's annual meeting as they believe it will announce a new strategy of low risk resource development on existing acreage and that shares will react positively.

OTHER UPGRADES:

• UBS raised Watson Wyatt (NYSE: WW) to Buy from Neutral.
  
• Jefferies upgraded Clear Channel Outdoors (NYSE: CCO) to Buy from Hold.
  
• Bear upgraded Telecom Italia (NYSE: TI) to Peer Perform from Underperform.

A new study from consulting firm Watson Wyatt Worldwide found that 71% of investment and pension fund managers believe that executive pay packages are overly influenced by company managements. Only 49% of directors serving on compensation committees feel that way.

Of the directors surveyed, 63% feel that executive pay structures are moving in a positive direction, but only 36% of investors felt that way.

According to Reuters, "The report found that 75 percent of both the directors and investors thought that companies' executive compensation plans have hurt corporate America's image. Also, 78 percent of investors thought executive pay has created resentment among the rank-and-file workers, compared with 60 percent of directors sharing that view."

Interesting. Here's what's funny: Another survey found that two-thirds of CEOs feel that they are given high compensation compared to their performance. Only 2.2% thought they were underpaid.

So we have investors and even CEOs seemingly in agreement that there is a pretty serious executive compensation problem. The only ones who seem to disagree are the compensation committees -- people who, with some exceptions, have little stake in the companies for which they're setting pay packages.

If I didn't know any better, I'd say that we have a serious corporate governance problem, and that institutional money managers aren't doing enough to hold executives accountable. But wait: they have a fiduciary responsibility to do that, so surely they must be. Right? Right?