Increase in shareholder opposition in 2017: This is the conclusion of Ethos’ annual study on the general meetings, executive remuneration and corporate governance of companies listed in Switzerland. Overall, 14% of the resolutions received less than 90% support from shareholders, compared to 12% last year. The shareholders were particularly critical when voting on the remuneration of the board and management. In parallel to the publication of its study, Ethos also communicates its expectations for the draft revision of company law which is currently being discussed in Parliament.
SIX Swiss Exchange has launched a consultation on a new provision of its Corporate Governance Directive. The consultation deals with the obligation of listed companies to publish the names of the proxy advisors to whom they have entrusted services other than proxy voting advice. In such a case, the fees paid to these proxy advisors must also be disclosed. Ethos supports this new provision which aims at reigning in conflicts of interest of certain proxy advisors.
In parallel to the 2017 general assembly season, Ethos publishes on its website a page dedicated to the remuneration of the chairmen and CEO of the 20 most important Swiss companies for the year 2016.
Sika Annual General Meeting: Ethos renews its support to the board members not linked to the Burkard family
At the annual general meeting of Sika to be held on 11 April 2017, the Ethos Foundation recommends to support the reelection of the 6 board members not tied to the Burkard family. Those directors have demonstrated for more than two years their commitment in maintaining Sika’s independence against the hostile takeover by Saint-Gobain. Ethos however recommends not to grant the discharge and not reelect the three board members representing the Burkard family (Urs Burkard, Willi Leimer, Jürgen Tinggren). In addition, Ethos recommends to not newly elect Dr. Jacques Bischoff, a representative of SWH, whose candidacy to the board was submitted by the Burkard family after the deadline for inclusion in the AGM agenda.
In the follow-up to its 20th anniversary, the Ethos Foundation launches a new stock exchange index dedicated to corporate governance at Swiss companies. In collaboration with the Swiss Stock Exchange (SIX Swiss Exchange), Ethos publishes the "Ethos Swiss Corporate Governance Index" (ESCGI) which takes into account the main corporate governance best practice criteria in order to define the weight of the different constituents. This is the first index of this type on the Swiss stock market. The index allows investors to reduce the weight of companies that entail a corporate governance risk.
The Ethos Foundation publishes the 16th edition of its proxy voting guidelines and corporate governance principles. In particular, the 2017 edition foresees that members of the executive management will no longer be accepted as board members. In addition, the maximum duration of the external audit firm’s mandate is set at 20 years in line with the practice adopted by the European Union. Regarding authorisations to issue capital for general purposes without pre-emptive rights, a single authority may not exceed 15% of issued capital down from 20% currently. Finally, the discharge will not be granted to the governing bodies, in particular when the company is in the situation of capital loss or over indebtedness.
Ethos is very satisfied that the Zug Cantonal Court has rejected the suit by the Burkard Family against the board of Sika. This decision confirms the board’s entitlement to limit the voting rights of the Burkard Family for votes related to the sale of their shares to the competitor Saint-Gobain. This restriction allows maintaining the independence of Sika, as aimed for by the board, the executive management and the majority of shareholders, among which Ethos. In light of the importance of this decision for Sika and the Swiss economy, Ethos will continue as an accessory party in this legal procedure if the Burkard Family appeals the decision of the court.
The annual general meetings of Swiss listed companies have been shaped in the last two years by the implementation of the Minder initiative which foresees a binding vote on the pay for the governing bodies and the annual election of board members. These provisions have significantly increased pressure on boards. Ethos’ study on the 204 companies of the SPI Index shows that the transparency and structure of remuneration systems have substantially improved. Vincent Kaufmann, Ethos’ CEO, says “however, the absolute amounts in 2015 are up 2% and often remain high, especially with regard to company performance.”
Geneva, 24.03.2016 - At the annual general meeting of Sika of 12.04.2016 Ethos Foundation is fundamentally opposed to the re-election of the three members of the board tied to the Burkard Family (Urs Burkard, Willi Leimer, Jürgen Tinggren) and to the election of Jacques Bischoff, the new candidate proposed by the Burkard Family. On the other hand, Ethos recommends voting in favour of the shareholder resolution filed by the group of Anglo-American shareholders united around Cascade Investment, which demands to prolong until 2020 the mission entrusted to three independent experts appointed last year.
The Ethos Foundation was accepted as an accessory party in support of the board of directors in the trial opposing it to the Burkard Family at the Cantonal Court of Zug. The family has demanded the cancellation of the decisions taken at the last general meeting where the board decided to limit the registered voting rights of the SWH family holding to 5% of the total registered shares. Precisely one year after the announcement by the Burkard Family of its decision to sell its holding in Sika to the competitor Saint Gobain, Ethos confirms its determination to support the board in its will to preserve the independence of Sika.