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 Ethos voting guidelines are revised annually to take account of the latest developments in corporate governance. In particular, the 2017 edition includes different amendments regarding the discharge of the governing bodies, board elections, the external auditor (re)elections, authorisations to issue capital without subscription rights and acceptance of variable remuneration exceeding Ethos’ limits.
Main changes in comparison to 2016
A number of requirements regarding corporate governance were reviewed and specified. In particular, the voting guidelines now include the following new rules:
- Refusal of the discharge of the board when the company is in a situation of capital loss, over indebtedness, in a definitive moratorium, or there is a material uncertainty on the ability of the company to continue as a going concern.
- Refusal of the election of a member of the board if he is a permanent member of the executive management. Ethos is however not opposed to executive chairmen when the companies concerned have a CEO. In these cases, the chairman often has an increased time commitment, but his list of tasks is different of that of the CEO.
- Refusal of the re-election of the external auditor, when the total mandate exceeds 20 years.
- Refusal of a capital issuance request for general financing purposes without pre-emptive rights, when the amount requested exceeds 15% of issued capital.
Voting recommendations for 3% of the Swiss market capitalisation
The voting guidelines allow Ethos to make voting recommendations according to rules which are clearly established and freely available on www.ethosfund.ch. These recommendations are used by Ethos’ funds as well as the institutional clients of Ethos Services, in particular a large number of Swiss pension funds. The total amount of Swiss shareholdings advised by Ethos stands at approximately CHF 37 billion which corresponds to 3% of the Swiss market capitalisation. The Ethos voting positions are publicly disclosed online 48 hours before each general meeting.