The AGM 2012 season will question many shareholders on strategy, banks, pay and many other issues , Proxinvest give you some leaks, but the scoop this years comes from the French civil servants pension fund ERAFP, with it unseen voting policy.

Proxinvest launched a new Public Affairs Service for a better contribution to local shareholder protection and undertakes the preparation of an answer to the French AMF consultation on general meetings of listed companies.

JANUARY 2012 : The Les Echos site just released a new refreshing position of Pierre-Henri Leroy on the treatment of the shares buybacks.

6 December 2011 : Publication of Proxinvest's report on the 2011 proxy season! VIDEO INTERVIEW !

France en retard!

The 2011 AMF conference confirmed that France refuses to consider any refrom of its own financing system.

While Italy turns a new page and introduces a Say on Pay vote, the European Commission opens the debate on the "split banking" solution, a reform defended since 2000 by Proxinvest. It is clear that the indefendable last $ 2.3 billion loss case of UBS confirms the analysis of the ECGS researchers and following the UK Vickers report, the position taken by the German SPD, while our Swiss partner Ethos strongly supports this solution.

The European sovereign debt crisis, an unavoidable step expected and announced by Proxinvest, must now drive toward as serious banking reform and bring back investors to stocks and companies to individual shareholders. The companies with the best corporate governance such as Air Liquide, show that only the care of the shareholders interests pays for the financing of industry.

The capital reductions as proposed by Bouygues or Sporever are not the right answer ro deal with the situation.

The E.C. consultation on the Green Paper on Corporate Governance offered us a opportunity to send a message of concerns for the lasting disappearance of the individual investors. The ECGS partners have prepared their joint answers document and enlarged their coverage of the Europen continental markets.

A 2011 season with many shareholders concerns

Proxinvest with his partner of ECGS Ethos hosted in the castle of Gilly in Burgundy on October 6 and 7 October its annual proxy voting seminar attended by forty investors. On this occasion two speakers, Henri Lachmann, Chairman of Schneider Electric, and Eduardo de Martino, management remuneration expert, contributed to the discussions on the Chairman & CEO structure and on the Say on Pay vote.

The French AGM season terminated with the impressive general meeting of Carrefour following the http:www.proxinvest.com/index.php/en/news/read/152.html or Total cases, following lost resolutions at Essilor International and at Publicis. Voting shareholders finally get some of their requests. Big brass sometimes inefficient tycoons despite generous pay long supported by a complacent banking system must now compose with active shareholders and careful local proxy research firms.

The French Autorité des Marchés Financiers (AMF) released this year its 18 March 2011 recommendation on proxy voting agencies . "The AMF acknowledges the important role of voting advice agencies, the structure of their market and the fact that their activities and the recommendations they broadcast are parts of a contractual relationship with their customers." It recognizes also the positive role of voting investors in improving the governance of listed companies.

Apparently AMF produced not even one subtantial complain against proxy voting advisors in its inquiry and these agencies appear more to be one of those targets sugggested by the banking world to the regulator in order to distract it from looking at their numerous own conflics of interests.

Still, in line with these AMF recommendations, Proxinvest whose voting policy, based on the refusal of any conflict of interests and on the active dialogue with companies, is transparent, will soon feature on its website the voting policy applicable to most usual résolutions. It plusishes today as example and in full content its research report on the Renault AGM.

We believe that AMF will be better inspired to treat real substantial issues with real plaintiffs from deprived investors such as the és comme Natixis, SGAM, Lagardère, ou Total cases, to name a few. not to forget about the peramnent plumbing problems of crioss-border shares voting as undermiend in the Lagardère and Allianz cases

PROXINVEST extends its ECGS network out of Europe and provides an alternative to investors to vote their shares globally.

ECGS published its corporate governance principles and announced the extension of its coverage to the markets of the US, Canada, Australia, Asia-Pacific and Italy with the addition of new associates. Building on local market expertise, ECGS offers advice to institutional investors with Global portfolios. Operating according to a partnership approach and common corporate governance principles, the ECGS team comprises more than 30 local analysts specialised in their home markets.

Around Proxinvest, the Managing Director of ECGS Ltd. (London), its German (DSW), Swiss (Ethos), and Dutch (Shareholders Support) partners, two continental contributions are joining ECGS with Groupe Investisseur Responsable (GIR) of Montreal and et SIRIS of Melbourne. Besides two local experts in Milano will now cover italian companies for ECGS.

In the fall investors generally have taken the time to think about their voting policy. Proxinvest and Ethos gathered their ECGS partners and clients for the annual September workshop this year in St Rémy de Provence to discuss their future proxy voting policy. Our guest star in St. Remy was Xavier Fontanet, chairman and former CEO of Essilor International, with two great experts, Jean-Pierre Hellebuyck, Vice-chairman of AXA IM and Prof. Jean-Luc Chenaux, of the Neuchâtel University. Following the recent release of the new UK Code of Corporate Governance and of the NYSE report on Governance Proxinvest présented an unseen and revealing comparison of the current reference codes.

Executive Pay is a revealing symptom

Proxinvest presented on December 14 its 12th annual report on Executives Pay in listed companies with a scoop as the tardily confessed huge hidden complementary remuneration of Renault’s Chairman-CEO Carlos Ghosn paid by Nissan Motors places him on the top of French executive pay scale with about € 9 million - while the Renault’s report only reported € 1.2 million for 2009. Engagement fund Proxy Active Investors, managed by Phitrust Active Investors and advised by Proxinvest, is leading a coalition of responsible investors filing an external resolution requesting the disclosure of remuneration paid by Nissan to renault' managers.

Looking at this last PROXINVEST report, the average total pay package of the CAC 40 CEOs decreased by 14%, by –20% at constant sample with a stable median, this after two years of higher average decline (25% in 2008 and 17% in 2007).

The fall 2010 season brought other surprises with LVMH as creeping shareholder at Hermès International. A case for interredting issues on undisclosed dealings on listed companies shares but also on the status of this "friendly" not invited investor and competitor.

Another case has been quite challenging for ECGS : on 2 November a 91% majority at WOLSELEY PLC approved the transfer of the company to Jersey adopting Zürich as its new legal and tax residence... For the ECGS proxy analyst this type of tax exile appeared not sustainable.

A missed opportunity for reform in France

with a new law hereby further commented by P.H. Leroy in Le Monde.

Proxinvest became on October 1st the new Managing Member of the European Corporate Governance Service (ECGS)and anounced the offial support of ECGS to the new UK Stewardship Code for asset managers and institutional investors. ECGS believes that the Stewardship Code principles should not only apply to UK based institutional investors but also to institutional investors outside the UK. For this reason, ECGS intends to promote the Stewardship Code with international clients in order to ensure their adherence to its principles.

Experts in shareholder voting

As the ECGS analyst for Portuguese and Spanish companies Proxinvest just succesfully led the arbitrage of the incredible world cup match of the EGM that opposed Portugal Telecom to Telefonica at the Portugal Telecom EGM of June 3OTH. Proxinvest advice obtained a potential of millions of euros for the benefit of all Portugal Telecom shareholders .

Proxinvest advises investors on shareholder value and how to cast their votes. Proxinvest, an independent consulting firm, serving only ALL shareholders, offers proxy voting research and solutions tailored to the specific investors needs.

On June 1st.2010 Proxinvest announced a strategic alliance with the Ethos Foundation.

SHAREHOLDERS RIGHTS ARE THE CONDITION OF INVESTMENT AND GROWTH!

While in Switzerland the Ethos Fondation had launched its campaign against excessive management remunerations UBS, the French proxy season had started here with the reasonable engagement of several big investors including the tabling of two external resolutions at Lagardère SCA with the New York governance activis Guy Wyser-Pratte as external candidate, and an unseen external resolution for a split Chairman-CEO at Société Générale. In both cases the resolution where well supported by the needed thresholds of the companies capital. But the Directors of both companies en refused access to the agenda to these resolutions from investors looking for a change in the company by-laws for an improved governance : actually Lagardère finally was forced by the to table the resolution. Nevertheless, in both cases the Directors denied their rights to the sahreholders as Total, Sanofi-Aventis or Cap Gemini had done it despite of the unquestioned legality of these resolution deposits.

While our financial markets appear sabotaged by the explosion of conflicts of interests generated by the universal banking system, French shareholders now need the help of the Courts to be heard. Not an easy ride.

Still was Total’s 2009 petition against its Employee fund just dismissed, thanks to the courage of several Directors of the employees fund Total Actionnariat France ( the main shareholder of Total !) who resisted to the suit of oil major for a € 44 000 indemnity only because they had applied strictly the Funds rules and had therefore excluded the management representatives form the resolutions vote ! A good Court decision.

The French government remains ill advised on this topic: it is preparing to rule by Ordonnance a theatening the validity of foreign proxy votes and confirming the valid participation of management into the employees funds vote of company resolutions. A grim perspective.

Proxinvest published its first report on Directors' remuneration in European listed companies

Proxinvest founder Pierre-Henri Leroy advocated since 2001 a "Split Banking" local or global financial reform (See Le Monde) and welcomed the "Volcker Rule" commenting on President Barack Obama's Financial Reform plans. OUR LAST PROXINVEST 2009 REPORT ON EUROPEAN PROXY VOTES was presented to the press on February 9th. Facing corporate greed and lack of accountability shareholders democracy should be advocated and supported as the only mean to rein complacency and abuses, as demonstrated in the last Proxinvest Report on Directors Pay.

Founded in Paris in 1995 by its current CEO, Pierre-Henri Leroy, the research firm Proxinvest was chosen by numerous French and foreign institutional investors to assist them in deciding how to vote on resolutions presented at shareholders' meetings of French companies. With its partners in European Corporate Governance Services (ECGS Ltd., www.ecgs.org), Proxinvest offers coverage of all companies in the MSCI Europe index and FTSE Eurofirst 300. The shares of French companies held by Proxinvest clients represent a portfolio of more than € 60 billion.

*Voting is easy as a click! 2010 : the year for Internet Voting?