Following the traditional review of the General Meetings held in Europe in 2009, Olivier Gamache, CEO of Groupe Investissement Responsable Inc. of Montréal, underlined the main events in North America and the trend for the Say on Pay vote and a better Access for shareholders resolutions. In spite of improvements, in France, the general lack of transparency of the results or minutes of the General Meetings is a problem : for example, several Swiss companies don’t disclose explicit voting results.
Ethos led a successful « Say on Pay » campaign this year and obtained an advisory vote of the remuneration report. It presented it 2010 campaign for enlarge Say on Pay and a « Stop Chairman-CEO » initiative to obtain a separation of the functions as chairman and member of the executive management board.
Two interactive workshops allowed to open new perspectives on voting policy. One on regards the employees stockownership plans and the second workshop presented the opportunity to adapt the voting policy for the small and mid cap companies. The concept of a voting criteria adjusted for a temporary period was introduced as the improvement of the situation of these companies should be encouraged.
The second day of the seminar started by a more pragmatic workshop on the efficiency and the cost of the vote casting, introduced by Sven Crausaz, the supervisor of investors Services at Pictet in Geneva.
Following workshops, a debate on shareholders and board powers was held by two guest speakers. Dominique Schmidt, a lawyer in Paris and prestigious law professor of the Strasbourg University, covered the issue of “exclusive competence of the board versus the sovereignty of the general meeting of shareholders” and Paul Hermelin, CEO of Cap Gemini, one of the world leaders in IT services with 92,000 employees in more than 30 countries, commented on the background of the advanced governance and the remuneration systems set at Cap Gemini.
Dominique Schmidt reminded that the decisions were left to the CEO and the board of directors to decide - sometimes with special powers for the Board - and that the General Meeting of shareholders in France has also specific rights. On pay for instance the decision was clearly left to the Board. However, the competence for control being left to the Meeting of shareholders under Article 225-100 of the Code of commerce : “ to debate and statute on all questions related to the annual and consolidated accounts “, the AGM could therefore debate and vote on any point included in these accounts such as executive or directors pay ! Still Schmidt underlined that the rejection of the resolution by the shareholders remains without effect according to French law.
In addition, Schmidt underlined that the recent French practice of resolution withdrawal by the company just before the meeting date was not legal, “the agenda of the General Meeting being in such cases not exhausted”. Paul Hermelin pointed the difficulties to discuss with the appropriate investors, and joined Dominique Schmidt opinion about the absence of legal implementation framework of AGM resolutions, in case of Board refusal.
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