2018 was the year of market share recovery for SFR, Altice Europe’s key French subsidiary. It was also the year of Altice USA’s spin-off and other asset sales, contributing to a €16.85 billion debt deleveraging, as well as €5.25 billion in refinancing, extending the group’s weighted average debt maturity by six months. But it was actually just a year of kicking the can down the road. Altice Europe’s excessive indebtedness only got worse: its debt-repayment capacity deteriorated sharply from 12 years of available free cash flows[1] to close to a quarter of a century (24 years, to be precise), while its weighted average debt maturity is a much shorter 6-year long.

Renault’s Annual General Meeting will be held on 12 June at 3pm at the “Palais des Congrès” in Paris. Renault’s stock price decreased by 34% since the previous General Meeting in 2018 and investors now realize the significant role of Governance and its consequences. This is an occasion for us to backtrack on the Ghosn affair, how the crisis was managed and on the most recent events. 

• ACCUSATIONS OF JAPANESE JUSTICE AGAINST CARLOS GHOSN

On Monday, November 19, 2018 Carlos Ghosn, Chairman-CEO of Renault and Chairman of Nissan and Mitsubishi, was arrested in Japan. That day Renault stock price dropped by 8.43% (1.6 billion euros of market capitalization). Nissan Motor revealed that Carlos Ghosn and director Greg Kelly had for years reduced the compensation to be declared to the Tokyo Stock Exchange in their regulatory filings. Japanese prosecutors have accused Carlos Ghosn of falsifying Nissan's annual reports through an underestimation of his pay by about 10 billion yen (c. 73 million euros) over ten years. Nissan reported that various post-employment compensations were never disclosed. Nissan Motors also revealed "significant acts of misconduct" including the personal use of company assets.

Proxinvest, Managing Partner of ECGS, took part in Casino’s Group Annual General Meeting on Tuesday May 7th at the “Maison de la Chimie”. Once again, the dividend obtained a score of 99.36%, a topic on which shareholders seem to follow ignorantly the management's voting recommendations.

The dividend is the return on the high risk taken by capital investors, but responsible investors must also look deeper into this matter in order to evaluate the sustainability and the consequences on the long term. Since 2015 Proxinvest considers that Casino’s dividend is too high, risky and irresponsible. The proposed dividend still amounts to € 3.12 per share, which has been the case for years.

For the year, the consolidated financial statements showed a loss of € 54 million. According to Proxinvest's voting guidelines, the distribution of a dividend for a year where the Company shows a loss in the consolidated accounts is not generally satisfactory.

 Please download the new voting policy of ECGS for proxy season 2018, including the methodologies used by the local partners of ECGS in each country to take into account local market and regulatory conditions. 

To get voting recommendations in line with this voting policy, please contact the managing partner of ECGS, Proxinvest ( ldessaint@ecgs.com or +33 (0)1 45 51 50 43.)

Reports may also be purchased online on ResearchPool, the Platform for Investment Research

In a recent McKinsey & Company survey on corporate boards, non-executive directors (“directors”) said they spent more time now fulfilling their board duties than ever before.[1] On average, the number of days (per year) directors devote to board work per mandate has increased from 28 in 2011 to 33 in 2015. Moreover, it is estimated that many board members are spending 50 days or more per year on board work either due to regulatory pressure or simply owing to the fact that the time required to do a good job is usually more than directors initially expect[2]. Hence, it is of vital importance that investors should be assured that directors have sufficient time available to devote to the boards on which they serve whether it be under ordinary circumstances (‘peacetime’) or in the event of exceptional circumstances (‘times of war’).

Regulation

Madrid, 26 September 2017. - CORPORANCE ASESORES DE VOTO, Spain’s first proxy advisory, hosted its first conference today in Madrid, to a sizeable audience which included national and international experts.  . CORPORANCE is the member for Spain and Portugal of the global partnership ECGS (Expert Corporate Governance Service), a network of leading independent European proxy and corporate governance advisors. ECGS and its partners have been advising European institutional investors for over 20 years.

 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 (Swiss partner of ECGS) supports this new provision which aims at reigning in conflicts of interest of certain proxy advisors.

Please download the new voting policy of ECGS for proxy season 2017, including the methodologies used by the local partners of ECGS in each country to take into account local market and regulatory conditions. 

To get voting recommendations in line with this voting policy, please contact the managing partner of ECGS, Proxinvest ( ldessaint@ecgs.com or +33 (0)1 45 51 50 43.)

Reports may also be purchased online on ResearchPool, the Platform for Investment Research