Ethos calls on investors to vote FOR the shareholder proposal submitted by the Dutch shareholder association "Follow this" at the Annual General Meeting of Royal Dutch Shell on 22 May 2018 (agenda item 19). The shareholder proposal calls on Shell to set targets to reduce greenhouse gas (GHG) emissions that are compatible with the objectives of the Paris Agreement to limit global warming to a maximum of 2 degrees Celsius compared to the pre-industrial era. The board of directors has advised its shareholders to vote against the resolution on the grounds of the resolution not being in the best interests of the company and its shareholders.
Credit Suisse: Ethos expects improvements in the bank’s governance and corporate social responsibility
Ethos CEO Vincent Kaufmann is delivering a statement at the Credit Suisse annual general meeting today recommending that shareholders vote against the board’s proposals regarding board and executive remuneration and against the re-election of the chairman of the board. Ethos also asks that the board re-inforces its corporate social responsibility.
Annual General Meeting of Nestlé: Statement by Ethos in the context of the initiative Climate Action 100+
Ethos will make a statement at today’s annual general meeting of Nestlé in the context of the initiative “Climate Action 100+” urging the board to take additional measures in terms of the risks related to climate change. Ethos is also asking for the board to take the necessary steps to reduce current tensions with certain stakeholders of the company.
Ethos Foundation publishes the 17th edition of its proxy voting guidelines and corporate governance principles. The 2018 edition specifies the expectations of Ethos for approval of the remuneration reports of listed companies. In particular, Ethos expects companies to increase transparency as to the variable remunerations which were paid out upon vesting of the grants at the end of the performance period.
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.
Ethos has taken good note of Credit Suisse’s voluntary decision to reduce by 40% the variable remuneration of the executive management and to keep the board’s fees unchanged. In Ethos’ view, the remunerations are still too high in light of the CHF 2.7 billion loss posted by Credit Suisse in 2016.
In the run-up to the general meeting of Credit Suisse on 28 April 2017, Ethos opposes the re-election of several board members as well as the discharge of the board. In addition, in light of the poor results and the concerns regarding the bank’s capital ratio, Ethos also refuses the remunerations of the governing bodies and the dividend proposed by the board.
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.
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.
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.”