Frontis Governance published the third study on Directors’ remuneration in Italy

The Italian partner of ECGS has published the third Frontis Governance’s report which aims at identifying factors influencing the executive remuneration at Italian listed companies, as well as at verifying the eventual alignment with the corporate strategies and the shareholders’ interests in the long term.

The analysis covers 100 Italian listed companies’ remuneration policies approved in 2014, as well as all the remuneration components vested in the three-year period 2011-2013. Each component has been analyzed in comparison with relevant key parameters:

  • The base salary has been compared with size parameters (such as the market capitalization, total revenues and average workforce), average wages and share ownership structure;
  • The variable components have been compared with sector specific performance indicators (EBITDA, Tier 1 Capital Ratio and Solvency Margin) and common criteria (EBIT and Total Shareholder Return), both in the short and in the long term (3 and 5 years).

Together with the remuneration of the CEOs, the study analyses at the same level of detail the compensations of all other members of the Board, differentiating between Chairpersons and other members, executives and non-executives.

ICGN, following two ECGS partners, Proxinvest and Frontis, strongly opposes the European proposals for the revised Directive, the Italian Growth Decree and the French Florange Act on differential voting rights

 

On 29 January 2015, the International Corporate Governance Network (ICGN) has issued a strong message to the European Parliament, the Italian Government and the French authorities on the issue of differential voting rights.

ICGN is now also publicly challenging amendments proposed in the European Shareholder Rights Directive which introduces mechanisms such as differential voting rights, loyalty shares and tax incentives. A similar letter has been submitted to the Italian Government against provisions outlined in the Growth Decree.

SIKA shareholders : join Ethos’ support group

Posted on Proxinvest

As Managing Partner of the proxy firm Expert Corporate Governance Service Ltd (« ECGS »), Proxinvest is proud to invite investors to join a support group created by our swiss partner ETHOS to defend the minority shareholder rights in the SIKA case (CH0000587979).

Indeed, Ethos and 11 shareholders filed a shareholder resolution at Sika to demand the removal of the opting out clause. The resolution will be voted on at the extraordinary general meeting of Sika which was announced and will take place in the first quarter of 2015.

In order to mobilize a maximum number of minority shareholders in favor of the resolution, Ethos has created a support group for this resolution. Ethos invites all shareholders, be they institutional or private, to join the support group. By joining the group, the shareholder demonstrates his/her support for a resolution that aims to remove an unjustified clause that serves only to favor in a financial manner the controlling shareholder to the detriment of the minority shareholders. Such unequal treatment of shareholders is unacceptable and the same offer should be made to every shareholder of SIKA.

Ethos launches a support group for the resolution to remove the opting out at Sika

 

Ethos Foundation, Swiss partner of ECGS, launches a support group for the shareholder resolution which demands the removal of the opting out at Sika. The resolution was filed by Ethos and 11 shareholders on 23 December 2014. The resolution will be voted on at the extraordinary general meeting of Sika, which has been announced and which will take place in the first quarter of 2015. The support group allows a large number of shareholders to join and commit to voting for the resolution. The aim is to mobilise the majority of Sika minority shareholders in favour of removing the opting out clause.

Ethos invites all shareholders, whether institutional or private, to join the support group. By joining the group, each shareholder demonstrates his/her support for a resolution that aims to remove an unjustified clause that serves only to favour in a financial manner the controlling shareholder to the detriment of the minority shareholders. Such unequal treatment of shareholders is unacceptable.

The list of members is updated daily and published on the website www.ethosfund.ch.

Ethos and 11 shareholders submit a resolution to the extraordinary general Meeting of Sika to remove the opting out clause

The Ethos Foundation, Swiss partner of ECGS, and 11 shareholders (representing 1.7% of the capital, see list below) today filed a shareholder resolution to the agenda of the extraordinary general meeting of Sika, the convocation of which was announced on December 10. The resolution requests the removal of the opting out clause from the articles of association. This provision allows the competitor Saint Gobain to buy from the Burkard Family the company Schenker Winkler Holding, which holds 52% of the voting rights with only 16% of the capital, without making an offer to the rest of the capital. This is very detrimental to minority shareholders and endangers one of the flagships of Swiss industry despite the company currently being well positioned in its market with very good growth perspectives.

ECGS SURVEY ABOUT “BOARD COMPOSITION IN EUROPE IN 2014”

ECGS has presented its new survey on the composition and remuneration of Boards of Directors which covers Board practices in the 600 biggest companies in 16 European countries in 2014.

The independence of Directors has been a major corporate governance issue for years. Only 38% of Boards meet ECGS minimum independence requirement of at least 50% of Board or at least 33% in companies with mandatory employee representation (ex. in markets like Germany or Austria). Furthermore, 19% of companies show an independence rate below one third.

Major discrepancies are observed by the ECGS corporate governance analysts. On the one hand, in the Netherlands, 80% of Directors are independent thanks to the demanding Dutch corporate governance code which recommends that all members of the Supervisory Board except one should be independent.  On the other hand, the lowest board independence rates are observed in Austria (31%; mainly due to the mandatory employee representation), Portugal (32%) and Spain (33%). According to the survey, the average independence rate of audit committees stands at 70% and of nomination committees at 62%.

Ethos demands that companies remove opting-out clauses

Ethos, Swiss partner of ECGS, asks the boards of directors of the Swiss listed companies that have an opting-out clause in their articles of association to request that the shareholders waive this provision. The opting-out allows a shareholder who acquires more than 33.3% of the voting rights of a company to be exempted from the obligation to make an offer on the rest of the capital. Such a clause can put a company at risk and be very detrimental to the stakeholders, in particular to minority shareholders, as is currently the case at Sika.

Upcoming events

9 December 2014: come to the DSW (the ECGS German member in Wiesbaden) "International Investors' Conference - Shareholder Rights in Europe 2020"

10 December2014: press conference - presentation of the ECGS Survey: Composition and Remuneration of Board of Directors " (Frankfurt Börse)

11 December 2014: press conference - presentation of the Proxinvest report on "The French companies shareholders meetings in 2014"

6 January 2015: Presentation to companies of the 2015 Proxinvest voting policy
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