ECGS | Independent Local Experts Come Together

The Italian ?shareholders? spring? is very late, but something is changing

A strongly concentrated ownership structure, local actors that are basically passive and its nature of peripheral market for large institutional investors contributed to keep Italian companies far from the “shareholders’ spring”. No relevant news came from the 2012 proxy season, or at least it seems so looking at the meeting minutes: remuneration policies, incentive plans and share buyback programmes (often needed to service incentive plans) obtained an average of almost 90% favourable votes, at Italian large companies.

Why ECGS turned down the Xstrata - Glencore merger?

Qatar Holdings, the second shareholder of the Swiss mining group with 10,4% du capital, in now asking for an increase of the exchange parity for Xstrata shareholders confirm the analysis of the ECGS-GIR analyst recommending shareholders to vote down the merger deal at the upcoming Xstrata EGM. The EGM was postponed, but the original case says a lot about the distortion of our financial markets.

Deutsche Bank: ECGS recommends to oppose the discharge

Deutsche Bank faced a lot of criticism at this years’ AGM in which traditionally only a small part of the company’s share capital participates (2012: 34.94%). ECGS recommended its clients to oppose the discharge of the supervisory board, the remuneration system for the executives as well as the election of two non-executive board members, among them the new chairman, Paul Achleitner.

Gender imbalance in corporate boards in the EU

ECGS has, at this stage, defined in its voting policy a minimum of 15% for all countries in our universe. In any case, the EU objective should be progressive: if the objective chosen is high, companies should be allowed a number of years to meet the requirements. ECGS sanctions companies on the election or re-election of the Chairman of the Nomination Committee. We believe that the Chairman of the Nomination Committee with the help of external research consultants should be able to identify female candidates.

The French state in line with its new policy, has voted against the compensation of the former. CEO of Air France-KLM

Proxinvest had recommended to its investor clients to oppose the resolution 4 of the General Meeting of Air France-KLM on May 31, 2012 and the French state, Air France-KLM’s main shareholder, has finally assumed its role on the sensitive issue of severance packages.

Election of the Board: is the Italian ?voto di lista?, as defined by the By-laws, still valid? The cases of Fiat, UniCredit and Prysmian

The “voto di lista” mechanism is compulsory for Italian listed companies since 2007 and calls for shareholders to vote on slates of nominees, submitted by both controlling shareholders and minorities. Through such mechanism, the worthy goal is to ensure a minority representation on corporate boards, providing that at least one director has to be elected from the slate submitted by minority shareholders.

French Pension funds caps CEO pay to ? 1.7 million

The ERAFP, the French civil servants pension fund has taken the initiative of capping CEOs compensation to the equivalent of 100 times the French minimum wage (SMIC).

ECGS ENGAGES WITH THE BOD OF UNICREDIT TO RECLAIM THE EXTRA-SEVERANCE PAYMENT PAID TO THE FORMER CEO ALESSANDRO PROFUMO

On January 27^th, ECGS (Expert Corporate Governance Service) sent a letter to the Chairman and the CEO of UniCredit asking them to undertake a strong action aimed at regaining their shareholders’ trust by making every effort to recall the excess money paid to Mr Alessandro Profumo at the time of its departure.

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