Ethos will participate today in the annual general meeting of LafargeHolcim and recommend shareholders not to discharge the board, in particular due to the under-performance of the share price in comparison to the main competitors of more than 50% since the announcement of the merger in July 2014. Ethos also recommends voting against the 2015 remuneration report in light of the special remuneration granted to the chairman and the management for the merger. Finally, the board of 14 members lacks independence. Ethos therefore recommends not re-electing three members.
Ethos will make a statement at today’s annual general meeting of Credit Suisse. The remuneration seems too high in light of the CHF 3 billion loss recorded in 2015. In addition, in light of the ongoing litigation, Ethos recommends that shareholders oppose the discharge of the board members. Finally, given the level of core capital, which remains insufficient and given the significant uncertainty on financial markets, Ethos recommends that shareholders renounce to their dividend this year.
At the annual general meeting of Calida on 21 April 2016 the company’s second largest shareholder Micalux (Haas family, 16% of the capital) proposes to re-elect the former CEO Felix Sulzberger to the board. The board is opposed and instead proposes two new candidates, Stefan Portmann and Jean-Paul Rigaudeau. After hearing all concerned parties, Ethos supports the re-election of the seven members of the board (including F. Sulzberger) as well as the election of S. Portmann but is against the election of J.-P. Rigaudeau.
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.
The Ethos Foundation publishes the 15th Edition of its proxy voting guidelines and corporate governance principles. In particular, this edition foresees new reasons for refusal of the discharge, namely in connection with the violation of local community rights or refusal of the company to recognize the negative impact of certain of its products on humans or the environment. Ethos will also recommend refusing share buy back programmes if they are selective or significantly hinder the capacity of the company to pay a dividend. Finally, following the Sika affair, Ethos added to its proxy guidelines different points dealing specifically with the unequal treatment of shareholders.
Ethos Study on the 2015 Swiss Proxy Season: Mixed picture in terms of implementation of Minder Initiative
At the end of the 2015 Swiss proxy season Ethos publishes a study on the different aspects tied to the implementation of the Minder Initiative and the corporate governance of the companies comprised in the Swiss Performance Index (SPI). Ethos has found that the spirit of the Minder Initiative is often circumvented regarding the vote on the remunerations of the board and executive management. In addition, several principles of good governance are often not respected such as the independence of the board or the equal treatment of shareholders.
French part of Switzerland – Invitation to the Ethos Académie Conferences: General meetings 2015 and responsibility of family shareholders
For further information please refer to the French version of this news:
Ethos recommends rejecting the merger of Holcim and Lafarge at the general meeting on 8 May 2015. Ethos is of the opinion that Holcim on a stand-alone basis is better placed to create long term value than the new entity. Also, the merger will have a negative effect on corporate governance as the new group will have two co-chairmen and a board with less than half independent members. The integration of the decentralised functioning of Holcim and the centralised organisation that is Lafarge entails a major risk of dysfunction.
At the general meeting of Sika yesterday, 97%of shareholders not linked to the Burkard Family voted in favor of Ethos' resolution to remove the opting out. These shareholders also overwhelmingly supported the chairman and the independent members of the board. The Burkard Family saw itself completely isolated in its attempt to sell its holding company to the competitor Saint Gobain.