It’s time for shareholders to shake-up BT’ Corporate Governance

In May 2018, BT (former British Telecom) announced that it would be cutting 13,000 jobs over the next three years, representing about 12% of its workforce. This decision is being taken as a measure to help reduce the Company¶s costs by £1.5bn following the accounting scandal last year which forced the firm to write down £530m on the value of the Italian portion of its Global Services.

While his CEO, Gavin Patterson, will leave the group this year, BT Plc (former british Telecom) holds its annual general meeting on the 11st of July. Expert Corporate Governance Service (ECGS) recommends its clients to oppose four proposals. Read more ›

Posted in ECGS - Europe @en, News @en Tagged with: , , , , ,

Innate Pharma’s shareholders reject the double voting right provision

On its 2018 AGM, Innate Pharma, a French company specialized in the research and development of immunological-based drugs for cancers and infectious diseases treatment, proposed to its shareholders to create a double voting right for shares held in registered form for 2 years as of the AGM date. Proxinvest recommended its clients to oppose this proposal, which was ultimately widely rejected by 69% of votes cast.

In 2015, following the introduction of the Florange Bill, Innate Pharma proposed to its shareholders to maintain the “One share – One vote” principle and this resolution was 99.6% supported. Hence, this is the second time Innate’s shareholders expressed their preference for equal treatment of shareholders and reject the double voting right provision.

Proxinvest recommended shareholders to oppose this provision as it breaches equal treatment of shareholders.  Read more ›

Posted in News @en Tagged with: ,

Georges Plassat, Carrefour’s former Chairman & CEO gives up to shareholders pressure

The French 2018 shareholders meetings season had its peak on Friday June 15 at Carrefour. the Board of this group, once the largest European retailer, introduced a new CEO Alexandre Bompard with the difficult mission to present to the vote a € 13 million golden handshake for its former Chairman & CEO Georges Plassat.

Plassat achievement was rather dissapointing as the company presented a net 500 million loss for 2017 and announced several thousand lay-offs. But still a prestigious Board including Bernard Arnault and Philippe Houzé plus two top class bankers, and now chaired by Bompard, had approved this real pay-for-failure  package prepared by a remuneration committee chaired by former minister Thierry Breton…

A large unexpected bonus for satisfactory achievement was granted to Plassat  and its € 518 000  yearly pension was even increased by a € 4 million non-compete indemnification.

The governance activist  fund Phitrust advised by Proxinvest had first expressed a strong opposition, several unions protested as well; even the Finance Minister Bruno Le Maire and the AFEP-Medep joined their voices.

Thierry Breton had not even dared to attend and defend the package…  A final  68% vote supporting the package was reported, as many institutional shareholders relay on rather shallow analysis of European management pay.

 

Loic Dessaint, the Proxinvest’s CEO presented on several tv channels the outstanding features of this abuse. 

Finally on June 16 Plassat announced that he would not accept the e€ 4 million non-compete indemnification. A demonstration of the merits of succesfully engaging local activists but also a demonstration of the poor companies supervision by investors wolldwide.

 

 

20. June 2018

Posted in General Meetings

Phitrust Active Investors questions CARREFOUR and RENAULT about governance

Written questions at the Annual General Meetings of Carrefour and Renault to be held on June 15th 

 

 

In addition to Phitrust’s campaign on the « Science Based Targets » initiative, in which Carrefour and Renault are both committed, the Mutual fund (SICAV) Phitrust Active Investors France has submitted several written questions to their board of directors ahead of their annual general meeting :  

 

  • CARREFOUR   

 

The first question deals with concerns about the payment of a non-competition compensation of €4 million to the retiring chairman-CEO George Plassat, who has ceased his duties as Chairman and CEO in July 2017 at the age of 68. Taking into consideration Mr Plassat’s age, this payment (Resolution N°18) looks like a disguised retirement benefit which does not respect the French Afep-Medef Governance Code.

Read more ›

Posted in News @en Tagged with: , ,

Paris Climate Agreement tabled at the agenda of next SHELL AGM : our voting recommendation

SHELL Shareholders are asked to approve a shareholder proposal submitted by Follow This  requesting that the Company set and publish targets that are aligned with the goal of the Paris Climate Agreement to limit global warming to below 2 degrees. Read more ›

Posted in News @en Tagged with: , , , ,

Back to equal shareholders rights at SIKA (Switzerland)

Proxinvest Swiss partner within Expert Corporate Governance Service Ltd. (ECGS), Ethos,  is very satisfied that an overall agreement has been signed between the board of directors of Sika, the Burkard family and Saint-Gobain to the benefit of all parties concerned and that safeguards the independence of the company. As an accessory party alongside the board of directors in the legal procedure opposing the company to the Burkard family, Ethos Foundation has always supported the efforts to maintain the independence of Sika. Ethos welcomes the decision of the board of directors to call an extraordinary general meeting on the 11th of June 2018 that will establish the equal treatment of all shareholders.

Read more ›

Posted in News @en Tagged with: , , , ,

ECB legitimate worry about governance : an open letter to Danièle Nouy

While the future of Deutsche Bank worries the ECB following the departure of the CEO John Cryan replaced by Christian Sewing, Société Générale must seek a new Deputy CEO to replace Didier Valet.

Société Générale, after its participation in the rigging of the Libor rate between 2007 and 2009  earned it a sentence transacted for nearly a billion euros in May 2017,  added three other concerns, a violation of the US embargo on Cuba revealed by Le Monde in 2014,  still unpaid,, and a charge for fraud at the expense of the Lybian LIA fund and  cheating on its refinancing rate as transmitted between May 2010 and October 2011 by its Finance Department to the Libor rate manager Thomson-Reuters…

“Negligible, peanuts, trifle , bagatelle” some will say: “our European banks are solid and irreproachable”. “Although the financial impact of litigation can not be determined with certainty, the bank has in its accounts as of December 31, 2017 a litigation provision of € 2.3 billion in accordance with IFRS. Within this provision, approximately 1 billion euro equivalent is allocated to IBOR and LIA. ”  indicated Société Générale.

The bank also confusedly admitted this March 15, 2018 that the US Justice Department had requested the resignation the Deputy CEO of the Société Générale, Didier Valet, until then likely successor of President Frédéric Oudéa and, like the latter, former CFO of the group … The “survival lies” of the bank between 2008 and 2011 in the turmoil of subprime business and Kerviel case,  allows as suggested by the bank  for  “differences of appreciation” …  Dura lex sed lex”, nothing will do, it is neither legal, nor cautious, nor undoubtedly moral, to save his bank and his bonus by abusing colleagues, customers and depositors …

Our European Central Bank, which seems satisfied with the universal banking model from the point of view of systemic risk, is rightly concerned about the governance of our banks.

This is good time since bank remunerations are expected to explode for 2017 : Deutsche Bank has paid bonuses for a total amount of 2.3 billion euros for 2017, four times more than the previous year, despite a new year of loss. net profit, amounting to 751 million euros. Ironically, the top executives of Deutsche Bank,  will have no bonus, except the departed CEO  who leaves with 8.7 million euros  including retirement, after three years of losses in a row and a annual salary of 3.4 million euros … It is true that the stock price of Deutsche Bank has fallen 60% for five years, while the stacking of its risks worries the interbank market … Several other large European bankers will personally exceed EUR 10 million in revenue, and the ECB may legitimately, as it says  , “ worry that bankers are taking undue risks to earn more.” last news is that following Mr. Cryan’s firing a handful of Deutsche Bank top executives in Frankfurt and London decided to quit.

 

It is up to the shareholders of these banks to question these remunerations, but it is also up to French and European regulators and politicians to question the origin of so easy wealth of bankers.

The market activities of universal banks such as Deutsche Bank and Société Générale are based on the low weighted credit cost granted by the explicit and implicit guarantee of the States, a guarantee clearly undue since most of these transactions, especially when they do not relate to exchange rates or interest rates, have little or nothing to do with the funding of the economy.  A surrealistic paradox is that, following the Moscovici law in France, the speculative operations for the French banks’ own account, those that generate these risky profits, should have been, according to the law,   confined to a wholly-owned subsidiary of their group: a regulatory comedy that our bankers do not even bother to play! In fact, our government and deputies have enabled the big banks, under this perfect parliamentary hoax, to keep fully their speculative trades under the invaluable guarantee of all taxpayers. In this lax general framework, which we owe to the mediocrity of successive policies, the European Central Bank is satisfied with the tools at its disposal: the stress tests on the declared risks on the one hand and the incantation to the best governance on the boards of directors of banks on the other hand.

 

La Tribune reports on April 16 that the ECB has asked the potential cost of the settlement of its trading positions to Deutsche Bank, which had been considering for several months to reduce the sails of its trading. According to the ECB this is an insignificant exercise of “review of the costs of progressive reduction” … On the governance and composition of bank boards, Mrs. Danièle Nouy, ​​President of Supervision at the European Central Bank insisted recently on the good selection of top level directors in limited number, better availability and  independence …  (see European Central Bank Conference on Banking Supervision  “Governance expectations for banks in a changing financial environment”, Frankfurt 22 March 2018,  “Good governance for good decisions”)

 

“Board members need to be independent thinkers “.

Mrs. Nouy even tells us that her services are capable of appreciating the independence of mind of the directors in their assessments of supervised banks  … “We recommend independence of mind in our fit and proper assessments, for instance. As part of the ongoing supervisory dialogue, we also assess whether a bank’s internal governance and risk culture are most relevant to such independence. ”

Let us wish you good luck!

It is touching to observe the persistent faith of the supervisors – is this naivety or cynicism? – in the highest skill and the highest integrity of the bank directors to limit the crises produced by the very complex structures of these financial groups.

But, Madam, it  is simply the underlying model that produces this uncontrollable explosive mixture of conflicts of interest and greed. The example of the very serious involvement at various levels of BNP Paribas in the formidable fraud Madoff, even though at several levels of the same group was shouting “wolf”, demonstrates the unmanageable nature of universal banks. Neither the best governance in the world, nor the intellectual capacity of the best French Polytechniciens and Inspecteurs des finances, nor the personal involvement of the most honest of them will do anything about it.

Certainly, the ECB is pushing here excellent governance ideas such as more direct contact between the directors of each bank and the control and credit functions, the alignment of remuneration with the “risk appetite” framework. “-, on better data quality and systematic aggregation of risks.

The ECB tells us that the current challenges for the banking world of declining profits, the development of new technologies and the new competition are testing the banks’ governance framework. “These current challenges put governance frameworks to the test.”

But is not this a serious error of analysis on the part of the supervisor? Is it not rather the internal model of universal banks, based on conflicts of interest, free fuel fo trading and unfair competition, which limits the effect of better governance efforts?

You concluded your presentation on the seriousness and the severity of the ECB’s risk-based mission for European banks, including numerous and costly aspects, such as the dialogue between supervisors, on-site inspections, thematic missions and deep-sea dives “, the use of the STAR portal for stress tests, and finally the severe process of authorizing new entrants …

But how will we be reassured?

Certainly governments have buried in recent years any challenge to this inefficient, explosive and unfair banking system. But it belongs to supervisors of central banks and other market regulators to question the general banking framework:  Benoit Coeuré, member of the Executive Board of the European Central Bank, did in the past  question the bank universal banking model.

Madam, as ​​supreme European supervisor you wisely ask banks’ boards of directors “to maintain a culture of debate that values ​​the diversity of points of view”.

Is it not, Madam, the opportunity to debate at the level of the ECB the impact of  a virtually zero credit cost for interbank speculation in Europe?

Respectfully.

Pierre-Henri Leroy , chairman, Proxinvest

Posted in Compensations, Financial markets, Governance-BOD, Proxinvest Tagged with: , , , , , , ,

Disney shareholders reject CEO Iger’s pay package

Walt Disney Co. shareholders turned an authoritative thumbs down in an advisory vote on the company’s rich executive pay plan, which delivered $36.3 million to Chief Executive Officer Bob Iger and is likely to reward him even more in fiscal 2018.

 

Investors voted 52 percent against the non-binding advisory resolution on executive compensation, with 44 percent in favor and 4 percent abstaining, the company said in a statement from its annual meeting in Houston. It’s the first time since federal regulators began encouraging such votes at companies that Disney shareholders rejected the plan. The company said it will take the vote under advisement in weighing future pay.

Read more ›

Posted in Uncategorized Tagged with:

IPO : DSW calls for independent supervisory board for DWS KGaA

The plans for the IPO of the asset management subsidiary of Deutsche Bank (DWS) are becoming more and more dense. The IPO is about to be launched but the legal governance structure of KGaA (Komandit) in Germany or SCA (Commandite par Actions) in France is generally not welcome by investors since usual shareholder rights and check and balances mechanisms do not apply. 
In that context, DSW, the german partner of Expert Corporate Governance Service (ECGS) expects some committments before the IPO.
"Even if the controlling body in a KGaA does not have the power, as in an AG, it would be an important signal to the capital market and a guarantee of the success of the IPO, if the majority of the board would be made of independent members," says DSW Chief Executive Marc Tüngler.
Posted in ECGS - Europe @en, Engagement @en, News @en Tagged with: , , , , ,

Sodexo General Meeting : Phitrust submits three written questions

Phitrust has submitted three written questions for the Sodexo General Meeting of the 23rd January of 2018.

Read more ›

Posted in News @en Tagged with: ,

Best wishes for 2018 from Proxinvest

* Please introduce the shareholders !

** I love the Bonus period !

In 2018 Proxinvest will help investors to control their gift budget !

Posted in Proxinvest Tagged with:

21st Proxinvest Report on General Meetings and Shareholder Activism – Proxy Season 2017

Press Release

 

21st Proxinvest Report on General Meetings and Shareholder Activism – Proxy Season 2017

 

Paris, November 29th 2017

 

Proxy Season 2017 represented a milestone for shareholders in France: a record number of rejected resolutions, an accelerated pace of shareholder activism, the first implementation of a binding vote on remuneration policies, and a significant level of dilution from double voting rights

 

  • A record number of rejected resolutions

Since its founding in 1995, Proxinvest has never witnessed such a contentious proxy season in France. The number of rejected resolutions gained 52% to reach 85 resolutions in 352 general meetings. Interestingly, resolutions were rejected in more than 10% of companies. Shareholders were mostly concerned with authorizations to issue capital, which comprised 56% of rejected resolutions. Excessive dilution and the possibility to use said authorizations as anti-takeover devices were cited as reasons for opposition. Executive compensation came in second place at 19% of rejected resolutions followed by regulated agreements with related parties at 8%.

 

  • Double voting rights: an affront to shareholder democracy

Double voting rights played an instrumental role in the 2017 Proxy Season. Had the one-share/one-vote principle prevailed, an additional 28 resolutions would have been rejected, up from 48 and 32 in 2016 and 2015 respectively. Most alarmingly, among the 14 companies that adopted double voting rights in the SBF 120 Index, the average dilution was a staggering 22% of voting rights; an unfortunate legacy of the Florange Law. Far from their ostensible goal of promoting shareholder loyalty, double voting rights, a privilege denied to holders of bearer shares, have been exploited by large shareholders to control general meetings to the detriment of minority shareholders. Proxinvest has long advocated for eliminating double voting rights and bridging the gap between cash flow rights and voting rights.

 

  • Shareholder opposition at French general meetings did not lose steam in 2017.

True to form, Proxinvest recommended voting against 43% of the 6,867 resolutions appearing in its coverage universe during the season. Actual shareholder opposition was 5.43%, down slightly from 5.5% registered in 2016.  This remains higher than the 3% opposition rate observed across Europe (as measured by Expert Corporate Governance Service among the companies listed in the Europe STOXX 600 Index). Opposition rates were even higher in the CAC 40 Index, finishing the season at 6.5% as compared to 5.1% in the prior year period. Even more telling was the fact that opposition rates among minority shareholders reached 9.8%. Mirroring the trend observed among rejected resolutions, the most contested resolutions in 2017 largely concerned anti-takeover devices and executive compensation.

 

  • A record year for shareholder activism

Shareholder activism was on the rise this year in France. Proxinvest has yet to encounter a season with this many external resolutions (73). Shareholders at the former French Yellow Pages, SoLocal Group, were particularly active this year, proposing 56 resolutions in three general meetings. Their efforts did not fall on deaf ears as they were able to obtain more favorable terms on a complex, previously non-negotiable restructuring plan with the speculative funds holding the company’s debt, reject the free shares (6% of capital) awarded to the top brass, and most importantly, oust the company’s management (Robert de Metz and Jean-Pierre Remy). Activist fund Phitrust Active Investors rallied considerable support among minority shareholders at the Accor general meeting, where it barely fell short of overturning the company’s double voting rights regime (48% opposition rate). In this regard, Proxinvest supported the AMF (Autorité de Marchés Financiers) proposal to cut the capital threshold for proposing external resolutions in half.

 

  • Voting on strategic transactions at general meetings

After a scathing multifaceted public campaign against the lack of shareholder consultation on the Safran acquisition of Zodiac Aerospace, The Children’s Investment Fund (TCI) and its outspoken boss Sir Christopher Hohn were successfully able to lower the takeout price by over €1 billion. This confrontation brought the issue of shareholder say on strategic acquisitions to the forefront of governance discourse in a year that witnessed the acquisition of Christian Dior Couture by LVMH and media group Havas by Vivendi. Both acquisitions were carried out at rich multiples, accrued benefits to their parent companies and the bosses behind them (Bernard Arnault and Vincent Bolloré), and most regrettably, were not submitted to shareholders for approval. Echoing LR11.1 of the FCA (Financial Conduct Authority) handbook on Premium Listings in the LSE (London Stock Exchange), Proxinvest calls for a binding shareholder vote on all strategic transactions without the participation of related parties.

 

  • Inaugural year for the binding vote on Remuneration Policy (Article 161, Sapin II Law)

The Sapin II Law, which came into force in 2017, introduced an ex-ante binding vote on Remuneration Policy at general meetings; a historic development for corporate governance in France. Citing concerns over quantum and structure, Proxinvest advised shareholders to vote against 62% of these resolutions in the SBF 120 Index. Whereas no resolutions were rejected during the year, the remuneration policies at Atos and Renault came close with approval rates as low as 53% and 54% respectively. Shareholders were nevertheless far from complicit with 78 remuneration policies receiving opposition rates in excess of 20%. Tellingly, 8 companies were able to secure approval for their remuneration policies largely due to the support of their controlling shareholders (SFR, Ipsen, Bic, JC Decaux, Dassault Aviation, Iliad, Plastic Omnium and Dassault Systèmes). Key features driving shareholder approval were reasonable quantum, a demonstrated alignment with performance, and Board response time following a highly contested remuneration plan. In 2018, a binding vote on variable compensation will come into effect: in case of a rejection, no variable compensation will be paid for the year in question.

 

  • On-line voting to increase voter turnout

Participation rates continued their march upwards in 2017 reaching 73.55% vs. 68.94% in the previous year. Although this turnout is encouraging, only 56% of minority shareholders voted during the year. Exercising voting rights remains governed by an archaic and administratively cumbersome process that evidently discourages individual shareholders and non-residents from voting. It is also an unnecessarily costly process for professional investors. As advocated for in a recent AMF report  (“Pour un vote transparent et effectif en assemblée générale à l’ère du numérique”), a free voting process underpinned by a complete digitalization of custodial services and secure on-line voting holds great promise for promoting shareholder democracy.


Proxinvest is an independent proxy advisory and corporate governance consultancy. The report noted in the communiqué comprises 450 pages divided into two volumes. The first volume includes information on turnout at general meetings, opposition rates, a detailed analysis of voting results for different types of resolutions as well as a full review of the inaugural resolutions under the Sapin II Law. The second volume covers eight notable cases of shareholder activism during the season, an analysis of external resolutions and a synopsis of the principles and voting guidelines for 2018. In the annex, resolutions boasting opposition rates in excess of 20% are noted in detail.

 

Proxinvest reports are available for purchase through LDEL/JUSTICIA at the following address: http://proxinvest.ldel.fr/  –  Tel : 01.48.56.89.89 or librairie.justicia@gmail.com 

 

Contact :   Jehanne Leroy, Analyst in charge of this report (jleroy@proxinvest.fr)

Loïc Dessaint, CEO (ldessaint@proxinvest.fr)

 

[wysija_formid = “2”]

Posted in Compensations, Engagement @en, General Meetings Tagged with: , ,

Pernod-Ricard : riding high on the coattails of strong financial results

On November 9, shareholders gathered within the walls of the vast Salle Pleyel in Paris’ chic 8th arrondissment. The storied Art Deco concert hall, home of the Orchestre de Paris, played host to the Annual General Meeting (AGM) of famed French wines & spirits distiller, Pernod Ricard.  True to form, Proxinvest analysts descended upon the AGM to chronicle the events of the day.

 

Alexandre Ricard, scion of the Ricard Family, took to the stage in his capacity as Chairman and CEO to profusely thank his employees for achieving growth, year after year, reflecting the company’s expanding footprint in its key growth markets (US, China, India…). The crowd was regaled with impressive tales of organic growth, cash flow generation, and debt reduction; staples of a conventional AGM. The results, however, belied a track record of chronic underperformance (on notable operational metrics) vis-à-vis market leader Diageo Plc and the failure to uphold corporate governance best practices. Time and again, Proxinvest has publicly spoken out against the company’s practice of combining the CEO and Chairman positions (since 2015), the disproportionate number of Board seats held by its largest shareholders, and most importantly, its use of double voting rights with excessive terms (after a 10-year holding period). Unsurprisingly, this has made the maker of the famed eponymous pasitis one of the least shareholder-friendly companies in the CAC 40.

Read more ›

Posted in General Meetings, News @en Tagged with: , , , ,

Launch of Consultation : Best Practice Principles Group for Shareholder Voting Research

A consultation was launched today seeking views from investors and companies on whether the Best Practice Principles for Shareholder Voting Research and Analysis have been effective in ensuring the integrity and efficiency of the services provided by proxy advisors.

The Principles, first introduced in 2014, were developed by the industry as a voluntary standard. The aim was to promote a greater understanding of the role of shareholder voting research providers and provide more transparency about their activities.

 

Chris Hodge, Chair of BPP review Steering Group

Read more ›

Posted in Financial markets, News @en, Proxinvest Tagged with: ,

Havas-Vivendi marriage: Vincent Bolloré’s quest to create a media powerhouse

Posted in ECGS - Europe @en, Legal issues, M&A Tagged with: , , ,