Phitrust a French activist open fund advised by Proxinvest, has tabled for the Accor May 5th AGM with 13 co-depositing investors weighing 2.3% of the share capital an external resolution (“Resolution A”) for the cancellation of double voting right provision of the company. The Board of Directors just unanimously decided on April 19 not to welcome this resolution and to maintain the double voting right remitted only to registered shareholders after two years of such holding.
Proxinvest regrets this decision affecting the interests of all shareholders.
It led the proxy firm to further encourage support the Yes vote in favour of the shareholders Resolution A at the May 5th. meeting, but also to alter its recommendations on the vote on some Directors elections. Only the respect for the principle of “one share – one vote” could prevent one of the new major shareholders, notably the Chinese competitor Jin Jiang, who is still for the time being denied a seat on the Board, to weight on the group decisions without having to launch a takeover bid. Actually the two other beneficiaries of this double voting right provision will be the Qatari and Saoudi Accor stakeholders…
Proxinvest, until now, had supported the re-election of the Chairman & CEO Sébastien Bazin and of the recently appointed former president of France Nicolas Sarkozy to the Board of Directors. But this breach of a guiding principle for good governance being bad manner to shareholders democracy, Proxinvest advise investors to vigorously react and to oppose the Directors election.
In a message to Sébastien Bazin, the CEO of Proxinvest, Loïc Dessaint, observed that the CEO’s former verbal commitments to good governance are no longer confirmed and that Proxinvest’s voting policy can no longer support his re-election as CEO.
Similarly, the association of Nicolas Sarkozy to this Board decision against the equal treatment of shareholders tilts the Proxinvest advice against the confirmation of the Former head os State election because his qualification as an independent director is now unfounded. Proxinvest had at first welcomed the association of a former President of the French Republic Nicolas Sarkozy with the Board of directors of Accor, a French group with a global reach. But the role of the Director is above all to look after the interests of all shareholders and not to protect any preferred or favored shareholder, be they Chinese , Qatari or Saoudi.
Proxinvest also does not support the Accor Say on Pay consultations on the Managing Directors pay (resolutions 12 and 13): following the 2016 warning vote against Sébastien Bazin’s Pay, the company did not improve its information on the package and the individual achievement rates of the bonus performance criteria are still undisclosed.
As for the new free share plan (or “Co-investment plan”) proposed by the company, an innovative formula subject to a very ambitious course of growth, Proxinvest régrted that such generous plan be implemented in addition to the existing bonus shares allocations offering 5% ofthe company to the management after three years only. If this plan had been put in place as an alternative to the current allowances, it would have better justified the allocation of potentially very high benefits to the parties concerned at shareholder’s expense (resolutions 14, 15 and 26).
20 April 2017