Proxinvest publishes its twentieth third report: “Annual General Meetings and shareholder activism – 2019 season”
– Restrained General meetings
While the “Place de Paris” (i.e stakeholders on the French listed market) wonders about the potential framework regarding shareholder activism, Proxinvest’s report on General Meetings displays that in fact General Meetings of French companies remain very controlled. In point of fact, 57.6% of voting rights exercised in the 315 General Meetings analyzed by Proxinvest were in the hands of reference shareholders (36% in the CAC 40), explaining why only 0.64% of resolutions were not adopted.
Only 42 resolutions were rejected, reaching its lowest level in six years. Once again this year, thanks to reference shareholders’ double voting rights, 17 resolutions were adopted when they would have been rejected without them.
This year, the average opposition rate to resolutions reaches 5.03% of the votes cast, a 13% decrease compared to the previous year. Part of this phenomenon is the result of Companies respecting Proxinvest’s voting guidelines (decrease of 5% of Proxinvest’s recommendation of “oppose” rate), even though efforts need to be remained: Proxinvest had yet to send alerts to its clients to over 4 out of 10 resolutions.
– Strong criticism of remunerations in the CAC 40
Minority shareholders were more contentious in the
CAC 40 (+ 9.8%) than in the SBF 120 (-19.4%). For instance, critiques have
increased on executive remuneration, where the average approval rate went from
89% to 86.9%. Some practices of excessive remunerations of CEO’s in the CAC 40
were notably criticized by minority shareholders during General Meetings:
Bernard Charlès (Dassault Systèmes), François-Henri Pinault (Kering), Douglas
Pferdehirt and Thierry Pilenko (TechnipFMC), Carlos Ghosn ( Renault), Leonardo
del Vecchio and Hubert Sagnières (EssilorLuxxottica), Maurice Lévy (Publicis).
The 2019 season of Annual General Meetings was particularly marked by the first rejections of the binding vote of shareholders on the remuneration of directors introduced by the “Sapin 2 Law”. Jean-Charles Malcor at CGG did not receive his exceptional compensation with 61% of votes against. In the same way, the new remuneration policy of CGG’s General Manager with 56% of votes against, was rejected. Furthermore, Renault’s previous CEO Carlos Ghosn was unable to receive his annual bonus with 89% of votes against.
This year, Proxinvest was astonished that Vivendi changed the fixed compensation of the CEO, and moreover Valeo changed the measurement period of the performance conditions concerning free share plans, both without the approval of a General Meeting. Issuers should not disclose information that could influence shareholders’ votes during General Meetings, and then over time not comply with these agreements, which would then become misleading market information.
– Shareholder concerns regarding the dilution risk
Beyond executive compensation, the most contentious issue in Europe according to the European network of Proxinvest (ECGS i.e European Corporate Governance Services), the topics that caused the most votes against from shareholders at French General Meetings are notably related to agreements signed with related parties (5 rejections), anti-takeover bids and the risk of dilution during capital increases without preferential subscription rights (19 rejections). The willingness of companies to dilute their shareholders in place by excluding them from new capital increases is all the more concerning as a recent decree increased the possible discount of 5% to 10% below the market price, a real award paid through shareholder dilution…
– Further long-term shareholder engagement
The 2019 season was marked by a revival of shareholder engagement. Thus, beyond the flagship cases of shareholder activism, Proxinvest noted an increase in the number of external proposals at General Meetings. During the season, the number almost doubled compared to the previous 2018 season totaling 39 external proposals. Even if not approved, the proposals for the revocation of Denis Kessler by CIAM at SCOR or the very high score of appointments of independent directors by Phitrust and Comgest at EssilorLuxxottica have led to debates on the “Place de Paris”. Article 198 of the PACTE Law and the publication on 28 November 2019 of its decree on the long-term engagement of shareholders will only encourage investors towards their responsibility to engage and cooperate.
Proxinvest is a French independent proxy firm supporting the engagement and proxy analysis processes of investors.
For any further information regarding the report please contact:
Florian Béchaz, Author of the Report – email@example.com
Loïc Dessaint, Chief Executive Officer – firstname.lastname@example.org