The list below contains all the history of special focus articles provided by Ethos :
Ethos provides analyses of all items of shareholder meeting agendas of Swiss listed companies. Investors can subscribe to the proxy analyses services, which include access to Ethos' online platform. For the shareholder meetings of Swiss listed companies, Ethos publishes its voting recommendations on its web page 2 working days prior to the date of the general meeting.
Ethos’ reports include a detailed analysis of each item on the agenda and voting recommendations based on Ethos' Corporate Governance Principles and Proxy Voting Guidelines. Also, the analyses include general information on each company, in particular its Board of Directors and Executive remuneration. The analyses are sent to clients by e-mail, generally at least twelve days prior to the General Meetings. A comprehensive quarterly report provides a summary of all items voted.
The announcement made on 8 December 2014 by the Burkard family (which holds 16% of the capital and 52% of the voting rights of Sika) of their decision to sell their shares to the competitor Saint-Gobain with an 80% premium was greeted by many hostile reactions. In particular, Ethos is strongly opposed to this transaction, which is contrary to the interests of Sika and its shareholders not linked to the Burkard family.
After this announcement, Ethos reacted immediately: Together with 11 major Swiss institutional investors Ethos filed a resolution to the agenda of the company's annual general meeting of 14 April 2015 requesting the removal of the opting out clause. While this resolution received support from 97% of the shareholders not tied to the Burkard family, it was nonetheless rejected, as it was opposed by the family who hold the majority of votes.
At the general meetings which followed in 2015 and 2016, the board decided to make use of Article 4 of the articles of association with the aim of preserving the interests of the company. This means that the voting rights of the Burkard Family were limited to 5% of the registered shares for decisions tied to the sale of its shares to the competitor Saint-Gobain. As a result, the family cannot take control of the board. This restriction blocks the transaction as Saint-Gobain had made control over Sika a condition for the purchase of 16% of the capital, which would give it 52% of the voting rights.
The Burkard Family filed suit at the Zug Cantonal Court against the decision of the board to limit the former’s voting rights to 5% of the registered shares. In December 2015, the Ethos Foundation was accepted as an accessory part in support of the board of directors in the trial opposing it to the Burkard Family. On 28.10.2016, the court decided to reject the suit by the Burkard Family. The latter appeals this decision at the next higher court. Ethos has decided to maintain its status as an accessory party in this new court case.
The Ethos Foundation maintains its trust in the six members of the board not tied to the Burkard family and in the executive management of Sika, as they have demonstrated their loyalty and commitment in preserving the independence of the company, which corresponds to the interest of shareholders not tied to the founding family owning 84% of the share capital as well as the interests of the employees and other stakeholders.