The 10th Proxinvest / Ethos / ECGS investors workshop on voting policies, held in Menthon Saint Bernard, near Annecy, on 2 and 3 October 2014, was a great success.
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This annual seminar aims to help investors review the European general meetings season and to anticipate the necessary refreshing of their voting policies. Sixty investors participated in Menthon Saint Bernard, a village on the beautiful shores of Annecy Lake. Representatives of ECGS group (Expert Corporate Governance Service), provided first an overview of the 2014 proxy season in various countries (France, Switzerland, Germany, UK, Italy, Spain, Portugal, Norway, Finland, Sweden and Denmark).
The second workshop was devoted to the recent European Directive draft on shareholders’ rights. This text proposes changes in the identification of shareholders process, in particular by creating new obligations for banking intermediaries to facilitate the exercise of cross-border voting. This Directive also provides for the definition of their engagement policy by institutional investors, greater transparency and control of conflicts of interest for voting advisory firms, a reform of the vote on related parties transactions and the establishment of a binding vote on the remuneration policy for executives.
Jean-Francois Dubos, former CEO of Vivendi, a great lawyer and President of the Foundation for Continental Law brought an issuer point of view on the European Directive draft and shared with participants his great experience of Board rooms.
The day ended with a visit to the beautiful castle of Menthon, owned for a millennium by the family of St Bernard of Menthon. Participants could deepen during the 3rd workshop new European voting practices on remuneration: the Say on Pay individual advisory vote in France, the statutory changes subsequent to the Minder initiative in Switzerland and the new binding vote on the remuneration policy in the UK.
The 4th workshop brought on the discussion on the adverse effects for minority shareholders rights of the Florange Bill in France : the likely end of the « one share-one vote » formula and the end of the principle of Board neutrality in case of public offering. Mrs. Caroline Weber, Director General of Middlenext, commented on the issuers reserves against this Florange Bill due to its mandatory nature over voting rights while emphasizing the preference of founding families of the continuity of corporate ownership. The alternative by « loyalty shares » or « loyalty warrants » was also discussed and practical solutions to the voting policy of engaged investors were discussed: further the draft of external resolutions to be tabled by engaged investors such as Phitrust Active Investors were discussed. Then, for the first time, the seminar welcomed a French State representative. Mrs. Astrid Milsan, deputy head of the Agency for State Holdings (APE), resented with great authority and knowledge the new policy of the State as shareholder and its implications for corporate governance. The new will of the State to recognize the financial markets constraints and to open to private individuals the circle of its representatives at companies Boards is great news.
