Fiduciary duties

Proxinvest main fiduciary duty is to serve clients by providing various and personalized services which meet the contractual provisions. 

Proxy voting agencies are generally not involved in public offering  and do not ptovide any public opinion on the valuation of listed companies. Their services are private by nature. The analysis and opinions are ordered by their clients and delivered exclusively to them (like a lawyer would advise a client).  The French Financial Authority AMF points precisely in this regard that “the recommendations they provide are part of a contractual relationship with their customers” (AMF No. 2011-06 -7).  The AMF recommendations therefore is expected to apply to any entity issuing regular voting advice or alerts to third parties.

While Proxinvest voting guidelines are the result of a long expertise, of a thorough monitoring of general meeting issues and are a proprietary model defined by Proxinvest, Proxinvest has always tried to disclose its voting guidelines as far as possible to push for corporate governance improvements within the French market and for the best understanding by the various stakeholders. Voting guidelines are therefore presented to the issuers and made available online in January in order to help Boards to prepare carefully the agenda of their general meetings prior to the proxy season (March-june).  

Prior to any update, Proxinvest voting policy is discussed yearly with Proxinvest Steering committee made of qualified people from diversified professional background. 

While an active dialogue is welcome with issuers all along the year to discuss structural governance problems and exceptional events, discussions during proxy season must be limited to Proxinvest questions for a better understanding of the resolutions. From the 2014 proxy season, proxy reports drafts have not been made available to issuers prior their distribution to clients which is not in compliance with AMF recommendation n° 2011-06 and is explained thereinafter .

After two years of strict compliance with AMF recommendations (draft of  proxy reports submitted to the issuer with a minimum 24-hour answer period,  right of the issuer to write comments within the reports), the feedback from the analyst team and from the clients were negative (impact on delivery deadlines, undue pressure on the content of the reports, malicious threats of litigationmultiple useless copy-paste from publicly available documents, worthless comments from the point of view of the clients, lack of anticipation of corporate governance problems, no distribution of the proxy report to the members of the Board despite request, misunderstandings on the way Proxinvest reports are used by clients  and lack of knowledge of Proxinvest contractual obligations).

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