CORPORATE GOVERNANCE
from FRANCE
The new Proxinvest
Vote Station offers proxy cards generation on the screen and
full fund management services in French and English !
In 2007 - thanks to the December 12th. 2006 decree - the simple registration of French shares on the record date set for all companies three days before the meeting replaces the blocking of the shares. While Internet voting at French companies will not yet operational - beware of false voting solutions - this record dste process is a clear step forward which should facilitate the responsible investors life.
The 2006 international proxy season has demonstrated the
growing importance of the voting décisions for investir; on both sides of
the Altlantic the proxy contests seem to become more important than the
traditional tender-offer process.
Eiffage, Arcelor, Alcatel and Euronext just to name a few in France, as many similar cases in the US or in other European countries have given the prime decision to their general meeting of their shareholders.
While the strategic features of the deals often make sense like in the Alcatel or the Euronext cases, the financial conditions of the exchange appeared in the case of the Alcatel-Lucent merger unfavourable to Alcatel shareholders while the corporate governance conditions were a step back of shraeholders rights. Unlike its US competitors Proxinvest advised investors to vote against the deal's resolutions and to support the initiative tabled by the Proxy Active Investors mutual fund in order to remove the Alcate 8% voting right cap. The external initiative fetched a strong 64% of No votes ! See this milestone in poor governance.
Managing directors compensation was also a hot topic at French 2006 AGMs as shareholders now vote here on every defferred compensation item such as golden parachutes or new pension provisions. Strong critical votes ware recorded at Accor, Havas, Vinci and Alcatel...
Proxinvest met in
2006 with the
French MoF. Following the threat of a take-over at Danone and Arcelor, the
French Government has added an apparently modest
new defence device protecting management introducing a US
style warrant poison pill to be issued in the timeframe of a public
offer. Despite
this backstep which sharehodlers
should insist to oppose by their votes, over-all French corporate law
remains possibly the most protective of sharehodlers rights in the world
Proxinvest presented to the press in February
2007 its annual
report of French Companies AGM and Corporate Governance.
This includes the participation and voting outcomes of some 5000
resolutions presented to shareholders in 2005. (Oder
here by Soficom)
As every year the Proxinvest report on Executive Remunerations wa published in November 2006. Proxinvest's proxy voting policy retains since 2005 a maximum multiple of 120 times the French minimum wage SMIC as a maximum socially acceptable level of full net of taxes pay for executive directors, i.e. € 3.5 million stock option grants included.
PROXINVEST
and the Swiss Ethos foundation, as partners within the European
Corporate Governance Service,
invited
Frenchspeaking investors for a first
continental working session in Geneva on September 22th and
23rd 2006. The eight ECGS independent local proxy research firms provide in
depth analysis for the general meeting of the top 300 European companies
along the FTSE Eurotop 300
index in line with a common ECGS
Principles. Their principles were presented in Paris in February 2004
in presence of Michel Pébereau chairman of BNP Paribas.
The2005
ICGN conference in London
See hereby our special ICGN conference pages.
The mutual engagement fund :
PROXY ACTIVE
INVESTORS
launched by Phitrust Finance and Proxinvest a becomed a powerful vehicle
to improve governance at French listed companies, The fund has undertaken
a second successful campaign at each of the CAC 40 companies.
Proxinvest suggests in l'AGEFI to generalize to all for profit equity players (custodians, brokers, stock
lenders, investment bankers... ) the fiduciary
duty to never jopardize the vote of the proxies. Order now the recently
published Proxinvest annual
reports on the French listed companies general meetings or on the
Remunerations of Top Management
A recent interview of PHL (L'Argus de
l'Assurance)