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A robust and reliable process, in accordance with the best ethical standards of the profession.
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The detailed steps of the Analysis of Resolutions at General Meetings
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The detailed post-season stages of General Meetings
A robust and reliable process, in accordance with the best ethical standards of the profession.
Assets linked to experience
Founded in 1995, Proxinvest benefits from a long experience, an indispensable asset in the fields of analysis of the Governance of listed companies, where it is important to master the history of the players and the contexts.
A Regulated Voting Advisory Agency at the forefront of best practices
As a Voting Advisory Agency, Proxinvest is regulated under the Pact Law in France and placed under the authority of the AMF. Proxinvest is part of the working group of the “Best Practice Principles for Shareholder Voting Research” which has drafted a code of conduct for voting advisory companies.
The organization of data collection :
– of the “Bulletin des Annonces Légales Obligatoires” (BALO)
– the documents made available to shareholders by the issuing companies: mainly the annual report, reference document and the notice of general meeting brochure. They are often supplemented by press releases, regulated information, AMF-approved documents, etc.
– stock market websites
No data is outsourced, as the analyst is responsible for its collection, which avoids misinterpretation during analysis and ensures consistency within the study. There is therefore no data entry that would be carried out in countries with low labour costs, which would alter the quality of the data through a lack of understanding of local specificities.
The documents used to obtain the data are saved on the Proxinvest server. They are classified by company and by General Meeting. They are annotated (“bookmarked”) by analysts in order to be able to retrieve the data as quickly as possible.
The organization of the Proxinvest Analysis :
According to the “four eyes” principle, an analyst benefits from supervision and therefore is never alone on a General Meeting study.
One person is dedicated to the coordination of research on French General Meetings, another on foreign General Meetings. Their role is to ensure the proper application of Proxinvest’s voting guidelines and the consistency of the research from one General Meeting to another.
During the proxy season, periodic analysts are added to the team of permanent analysts. Their contribution is systematically and exhaustively verified by a senior analyst (data and analysis).
Finally, a regular off-season dialogue at General Meetings with companies and investor clients provides an opportunity to discuss, among other topics, the question of the reliability of analyses. Reliability is generally achieved by listening carefully and by the desire to satisfy its clients.
Business Continuity and Contingency Planning
The company has a backup and business continuity plan based on “backups” of systems and servers, both on external hard disks not hosted on the premises, on a dedicated server not hosted on the premises and on depositing the software and the reinstallation procedure with a trusted third party.
The detailed stages of the Analysis of Resolutions at General Meetings
Definition of a “core” perimeter of coverage and possible extension on request
- Proxinvest systematically produces reports (“Lettres Conseil”) on the general meetings held by the 250 companies included in the CAC All-Tradable index with the highest free floating-rate market capitalisations and also undertakes to cover any listed company.
In the same way, Glass Lewis produces Proxy Reports on a global scope.
Summary agenda of the General Meeting
A person within Proxinvest is responsible for following up the notices of General Meetings of listed companies that are published in the Bulletin des Annonces Légales et Officielles three times a week.
Using proprietary software, an analyst writes a summary of the agenda by classifying the resolutions into different types which are themselves assigned to the criteria defined by the AMF. The discriminating characteristics of the resolution are thus summarized. This type of work includes a French-speaking expert’s judgment, since the summary must explain the legal and financial meaning of the decision proposed to the shareholders.
Similar work is carried out by Glass Lewis.
Analysis of each proposed resolution
– Shareholding structure
– Corporate Governance (Board and Committees)
– Board and Executive Compensation
– Statutory Auditors
Data entry by the analyst, who will also write the Consulting Letter, avoids misinterpretation, especially when the data must be reprocessed, and ensures consistency within the study.
The data is used for the analysis of resolutions, which is the second part of the Advisory Letter, since it will constitute the criteria – or enable the criteria to be assessed – needed by the analyst to draft his analysis and issue a voting recommendation. Indeed, each type of resolution is associated with criteria that the analyst applying the “Proxinvest Voting Policy” must take into account.
To make his or her decision, the analyst benefits in his or her work from the history of the Proxinvest database since the software includes data and analyses from previous years.
The analyst has access to Proxinvest’s summary reports on Shareholders’ Meetings and executive compensation as well as other governance documents (Afep/Medef and MiddleNext Codes of Governance, AMF and HCGE summary reports, French Commercial Code, etc.).
In the event of new or ambiguous situations where a recommendation does not easily emerge, the analyst may convene a meeting of all the analysts in order to take a concerted decision and to ensure, if similar cases arise again, an identical approach in the future.
The Head of Research France ensures the proper application of Proxinvest’s Voting Policy and the consistency of the studies.
Similar work is carried out by Glass Lewis for foreign companies.
Tailor-made application of clients’ Voting Policies
Proxinvest dedicates part of its team to tailor-made monitoring of the specific Voting Policy of clients who have subscribed to this service.
The manual application of clients’ Voting Policies requires the identification in advance of the principles common to Proxinvest’s Voting Policy for which the recommendations in the Advisory Letter can be used.
On the other hand, it requires the identification of the principles specific to the client’s Voting Policy, for which additional analyses (upstream if necessary of data collection) are carried out, in order to produce specific recommendations.
The detailed post-season stages of the General Meetings
Voting Campaign Update
Based on the extensive data enriched during the general meeting season and the voting results collected after the meeting, Proxinvest benefits from a large database that enables it to carry out an in-depth analysis of the behaviour of issuers and shareholders and to highlight emerging trends. This data is used in particular for the production of a detailed report “La Rémunération des Dirigeants des sociétés cotées françaises”.
Feedback from our analyst teams once the voting season is over
Internally :
An initial meeting with all analysts is organized in order to centralize all the comments that may have been collected during the general meeting season. Indeed, analysts must list all the significant events they may have been confronted with. Periodic analysts who reinforce the team of permanent analysts provide additional insight. Their comments cover improvements to the proprietary software as well as the subtleties of applying the Voting Policy, new issuer practices, regulatory changes, etc. This first meeting is reported on.
On the basis of these minutes, new meetings are held to allow analysts to propose changes to Proxinvest’s voting policy. They also allow regulatory or other changes to be taken into account. Proposals that can be tested at the annual seminar organised by Proxinvest are put forward to the Proxinvest Steering Committee (CODOR), an advisory body that expresses its views on Proxinvest’s Voting Policy and is composed of investors, issuers and practitioners of law and governance issues (professors, lawyers, etc.).
Externally :
Proxinvest brings investors together every year at the beginning of October for a seminar based on workshops whose topics are most often suggested by Proxinvest analysts or by clients. Proxinvest analysts participate.
