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
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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.
At the AGM of Sika that will take place on 14 April 2015, Ethos will oppose the reelection to the board of the three representatives of the Burkard family (Urs Burkard, Willi Leimer, Jürgen Tinggren) as well as the election of a new nominee (Max Roesle) proposed as chairman by the Burkard family. The Ethos Foundation also recommends approving the three shareholder resolutions that request the removal of the opting out clause, the conduct of a special audit and the nomination of independent experts.
Ethos Foundation supports the request filed by the Bill & Melinda Gates Foundation Trust and Cascade Investment last Friday at the Swiss Takeover Board. This request demands the Swiss Takeover Board to rule on whether Saint Gobain needs to make a public offer to all shareholders when acquiring the 52% of voting rights sold by the Burkard Family. The articles of association contain an opting out clause (exemption from the obligation to make a public offer). Ethos and 11 shareholders filed a resolution last December to the next annual general meeting of Sika demanding the removal of this opting out clause.
Novartis annual general meeting: Ethos opposes the amendments to the articles of association linked to the Minder Initiative
At the annual general meeting of Novartis, to be held on February 27 in Basel, the shareholders are called to approve important amendments to the articles of association linked to the implementation of the Minder Initiative. In this context, Novartis proposes that the maximum total remuneration of the executive management (fixed and variable) be voted in a prospective manner. Ethos opposes this practice which gives the board a blank check. In fact, the variable remuneration should be voted retrospectively, when the financial results are known.