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

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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: , , ,

Ethos News: Yes on more transparency to consultancy mandates of proxy advisors

SIX_SWISSEthos, the Swiss partner of Proxinvest within Expert Corporate Governance Services (ECGS), the unique European partnership of independent proxy advisory firms, has just released its response to the consultation of the SIX Swiss Exchange on revision of the Corporate Governance Directive in relation to consultancy mandates provided by proxy advisors. For the record, Proxinvest and its European partners do not sell consultancy mandates to issuers.

SIX Swiss Exchange has launched a consultation on a new provision of its Corporate Governance Directive. The consultation deals with the obligation of listed companies to publish the names of the proxy advisors to whom they have entrusted services other than proxy voting advice. In such a case, the fees paid to these proxy advisors must also be disclosed. Ethos supports this new provision which aims at reigning in conflicts of interest of certain proxy advisors.

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Posted in Financial markets, General Meetings Tagged with: , , , ,

Solocal Group’s CEO and Chairman ousted by shareholders



The commitment of two modest indivisual shareholders at the beginning of May, Pierre-Henri Leroy, the chairman of Proxinvest,and of his wife, with only 12,000 shares corresponding to € 13,000 euros, was enough to trigger this major change.

This had been precisely the target of the shareholders group gathered by Baudoin de Pimodan (pictured here) Read more ›

Posted in Compensations, Engagement @en, General Meetings

Renault entertains a Superbonus scheme project

In an article dated June 13 2017,  just two days before the Renault AGM in Paris, Reuters revealed that the French group was contemplating a special bonus plan designed by investment banker Ardea “to channel millions of euros in additional undisclosed bonuses to Carlos Ghosn and to other managers” of  Renault-Nissan : Read more ›

Posted in Compensations, General Meetings, Governance-BOD Tagged with: , , , ,

Say No to CEO’s 59% remuneration increase at VALEO

Valeo_CEO_CompensationHow should shareholders vote when a company has excellent financial performance, good transparency on executive remuneration but whose total compensation for the Chairman-CEO goes from € 3.3m in 2015 to € 5.3m in 2016, i.e. + 59%?

Simply say NO …


The total compensation of Jacques Aschenbroich, Chairman-CEO of the automotive supplier Valeo, rose 59% to € 5.3 million in 2016, 30% more than the median of the CAC40 index according to Proxinvest.

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Posted in News @en Tagged with: , , ,

Shareholder engagement for aligning SHELL with the Paris Climate Agreement

Shell_wind farms

On the 23rd of May 2017, SHELL Shareholders will be asked to approve a shareholder proposal submitted by Follow This to request the board to set and publish targets for reducing greenhouse gas emissions that are aligned with the goal of the Paris Climate Agreement

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Posted in ECGS - Europe @en, Engagement @en, General Meetings, News @en

Ira Millstein tells us the worries of US CEOs under TRUMP and the need for engaged Directors

Ira M. Millstein is a highly respected figure of corporate America. This great business lawyer has held a building role in the development of corporate governance  at is best, deserving the admiration from both  the Sell and the BUy Side ,  the big issuers such as GM , GE, Pfizer or DuPont and also the most important asset managers and pension funds.   Geoff Colvin of Fortune Magazine ask him at Columbia Law School about his last book, The Activist Director: Lessons from the Boardroom and the Future of the Corporation.
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Posted in General Meetings

Vivendi shareholders tackle Vincent Bolloré at the AGM

The extraordinary grip over all of his asset  by Vincent Bolloré was confirmed during the general meeting of Vivendi on 25 April by the adoption of all the resolutions, notably thanks to the double voting right and following very questionable threats against foreign shareholders made in 2015 by Vivendi…

A magician of language, a no-nonsense industrialist and a great financier, Bolloré never ceased to prove his talent. He might succeed at achieving what Jean-Marie Messier failed to s: the convergence of contents and carriers, the alliance between the creation and the media, and the appearance of a unique French media group facing the greatest Americans. With his disturbing but effective financial opportunism, the  problem with Vincent Bolloré is that he does not like to comply with the rules of good governance.

And  even his peers, the big French bosses blame him. Created in 2013, under the pressure of the French  government, Medef and Afep to extinguish the fire of abusive remuneration  new version of the “Code of Government of listed companies”, was written and a High Council of Corporate Governance (HCGE) was created, charged with enforcing the Code and privately admonishing offenders. According to the Les Jours website, which reveived some confidential stories,  the HCGE President Denis Ranque alleged that Vivendi had explicitly objected to Vincent Bolloré, chairman of a supervisory Board at Vivendi: ” You are more involved as a real executive officer than as the chairman of the supervisory Board responsible for overseeing but not managing the company and its group. “No one needs to see Bolloré in a general assembly to find out who caries the sheriff’s star, who is the operational boss and who specifically calls the managers of the various subsidiaries to tell publically he beautiful story of Vivendi.

Vivendi’s minority shareholders in fact strongly sanctioned the leader maximo for its multiple directorships at listed companies, while he was demanding to be  re-elected for a four-year term at the Supervisory Board: his score was only 82.12% and would have been only 62 to 66% of the AGM  votes without the artifice of the double voting right.

More clearly, the Say on Pay vote for of members of the Executive Board subjected to the iron hand of this authoritarian Bolloré paid the price for this poor governance. The remuneration of the Chairman of the Management Board, Arnaud de Puyfontaine (ie € 3.5 million for 2016) was deemed excessive and did not reach 75% of the votes,  as those of MM. Hervé Philippe (€ 2.4 million) and Stéphane Roussel (€ 2.7 million). Ironically, to accept the constant involvement in the management by the Chairman of the Supervisory Boardwould appears to be the essential contribution of these the Executive Board members…

Without the double voting rights Vivendi could no longer increase its capital.

Two years ago, the Bolloré group held 10.20% of the share capital of Vivendi, ie 138,976,805 shares.

On the day of the general meeting held on April 25, the Bolloré group held at least 20.65% of the share capital (257,689,013 of the 1,247,888,683 shares ) and, thanks to double voting rights 40, 6% of the 975 610 998 votes of the ordinary general meeting.

Several resolutions were passed with less than 75% of the votes ie less than 731,708,248 votes and would have got  60% of the votes without the Bolloré Group’s 138,976,805 double voting rights. They apparently almost all passed, even without the presumed vote of general support of the 200 727 450 double voting rights of which the 15 million double voting rights of the plan of the employees. Resolution 14 appointing Yannick Bolloré only garnered 697,709,447 votes, or only 71.52% of the vote: even without the support of the total of 200 million voting rights double its score “naked” would finally have largely exceeded 387,441 774 votes needed for the threshold of 50% of the votes cast.

But the extraordinary financial resolution to increase the capital with DPS for € 750 million, Resolution No. 21, adopted at 70.1% (691,382,945 votes) with the support of Proxinvest, would undoubtedly not have passed since it would then not have reached the 516,537,373 shares required to reach the 66.7% threshold without the double voting right.

Although this very ambitious financial resolution did not seem to be a problem, Proxinvest insists that double voting rights remained a very perverse protectionnist provision.


April 26 2017

Posted in Compensations, ECGS - Europe @en, General Meetings, Governance-BOD, Legal issues, News @en Tagged with: , ,

Best Practice Principles Group for Shareholder Voting Research announces Principles Review, Independent chairman

Proxinvest and the other charter signatories to the Best Practice Principles for Shareholder Voting Research & Analysis (the “BPP Group”) announced that the Principles will be reviewed by the end of 2017 following a public consultation overseen by Chris Hodge, the new Independent Chairman of the BPP Group’s Review Committee. This update will include addressing the transparency requirements for proxy advisors outlined in the amendments to the revised EU Shareholder Rights Directive 2007/36/EC, adopted on 3 April 2017.

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Posted in News @en Tagged with: ,

Accor’s Board unanimously maintains its double voting right: Proxinvest withdraws its support advice on Nicolas Sarkozy as independent director  and on Sébastien Bazin as Chairman & CEO of Accor.

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

Credit Suisse : Ethos demands changes to the composition of the Board

Credit suisseIn the run-up to the general meeting of Credit Suisse on 28 April 2017, Ethos opposes the re-election of several board members as well as the discharge of the board. In addition, in light of the poor results and the concerns regarding the bank’s capital ratio, Ethos also refuses the remunerations of the governing bodies and the dividend proposed by the board.

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

Proxinvest joins investor group to urge SEC not to delay CEO pay ratio disclosure

CEOPayRatioIn the U.S. the CEO-to-worker compensation ratio increased from 20 to more than 300 over the last 50 years (1965-2014) according to the Economic Policy Institute.

Mandated by the 2010 Dodd-Frank law, the requirement to disclose CEO pay ratio went into effect in January and the ratio is expected to be disclosed in many companies’ 2018 proxy statements.

Of course, U.S. CEOs, among the most paid in the world, did not welcome the rule and most of them definitely refused any comparison with the pay level of their own employees. Their  powerful lobby group, Business Roundtable, the association of chief executive officers of leading U.S. companies, chaired by Jamie Dimon, the chairman and CEO of JP Morgan Chase,   has actively lobbied against such disclosure with some success since the  new SEC chairman Piwowar said in February the SEC was seeking comments about whether to delay the rule.

Proxinvest believes that CEO pay ratio disclosure aims to help investors better gauge the reasonableness of CEO pay. Therefore Proxinvest decided to join an investor group with $3Trln in assets to urge SEC not to delay CEO pay ratio disclosure. Read more ›

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

Oh SNAP! This time you ‘ll get no value either!

SNAP Inc., owner of the budding social media platform snapchat, went public capturing the imagination of investors.

Snap had planned to  raise an estimated $3 billion from its IPO, and the IPO $ 17 price  valued the company 34 time the Estimated 2017 turnover, far more than the Facebook valuation of 10x turnover! While the demand increased the stock price up to 29€ on march 3rd.  it is now back at a still foolish 22$ price. In addition its new shareholders have elected  a no-governance company : beware of the future.  Read more ›

Posted in Compensations, Financial markets, Governance-BOD, News @en Tagged with: ,

Oh SNAP!   This time you get no voting power!

SNAPSHAT_NYSESNAP Inc., owner of the budding social media platform snapchat, has announced plans to go public capturing the imagination of investors following a year of abysmal technology IPOs in 2016.

With plans to raise an estimated $3 billion from its IPO, market observers estimate that the Company will fetch a valuation of $20 to $25 billion, a healthy premium to its most recent valuation of $18 billion as a private company. According to Dealogic, 26 technology IPOs in 2016 raised $4.3 billion from US exchanges.

Echoing the IPO behaviour of other technology firms, SNAP founders Even Spiegel, 26, and Bobby Murphy, 28, plan to implement a multiple class structure. But unlike their tech peers, they plan to issue shares to the public with zero voting rights, which is considered extreme even by technology industry standards. Google founders Sergey Brin and Larry Page gave themselves disproportionate voting power back during their 2004 IPO allowing them to control almost 60% of voting rights. Mark Zuckerberg of Facebook followed suit in 2012 only to strip investors of their voting rights last year in order to maintain 60% of voting rights while donating substantially all of his shares to his foundation.

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