He is a Central figure in the shareholder democracy, interested until recently, but no one is: the independent voting rights representative. The SRF magazine “Rundschau” revealed that in the case of Novartis the written Vote to the voting representative Andreas Tooth, but to the group, where they opened and evaluated.
research by this newspaper show that Novartis is not an isolated case. Also in the case of Credit Suisse and Nestlé, the evaluation of the written Opinions of the shareholders in the voting does not take place of legal representatives in the premises, but in the case of the two groups to confirm speakers from Credit Suisse and Nestlé. “The Credit Suisse processed all of the instructions in accordance with applicable law. Different accusations are false”, according to the Bank via e-Mail.
According to Nestlé, the letters, addressed to the voting representative would, as in the case of Novartis, in a Nestlé building in Cham, redirected, where you would is one of temporary employees under the authority of the voting representative. In the case of Credit Suisse, with the counting staff would be required to maintain the confidentiality and were under the authority of the voting representative, is it.
No clear rules
The practice is legal, but controversial. Other respondents corporations and their proxies such as ABB, UBS, Julius Bär, Roche, Zurich, Swiss Life, Swiss Re, Lafarge-Holcim said that the counting would not be made in the group’s premises and from external forces.
so far, There are no clear rules on how the proxies has to proceed. Lawyers also point out that it – unlike in parliamentary elections in Switzerland have no right to voting secrecy for shareholders.
“A group separate analysis of the Vote is absolutely necessary,” says in contrast, the business lawyer, Monika Roth. “Because an analysis of the votes in the group is likely to prevent the employee shareholders, to Vote against the group’s leadership,” she said. Imagine that a group recognizes employees during the Counting of the votes, that his colleague against the re-election of the Chairman of the Board and against the remuneration voted. And running with this Information to his superiors. It’s probably not even necessary, that such a thing has ever occurred. The mere possibility of this should act as a deterrent.
lawyer, Roth convinced by the argument that the internal vote evaluation was not legal. In the case of the corporations would not would be surprised if the legislator screw the Regulation further tightening, she says. Also, Christophe Volonté the shareholder consultant Inrate says: “The process of voice analysis is to be transparent, the shareholders know little about.”
proxies have become more important
lawyer, Roth criticises further that proxies shall inform the Board in advance of the voting trends. The voting rights representatives of Novartis, Peter’s Tooth, opposite to the “Rundschau”.
A newspaper of respondents voting representatives, don’t want to read his name in the newspaper, confirmed that Novartis was not an isolated case. A trend message was a few days before the meeting per the Agenda in many companies. Representatives of large companies acknowledge this practice also behind his Hand. A preliminary message through the proxies is always possible, no matter where the votes will be evaluated.
for This Info-tab of the Board of Directors but opens the possibility to influence Opinions try. The large Fund will vote in the rule shortly before the General meeting.
“If voting representatives to the Board of Directors also pre-trend message of the Vote, so this is not the document that they are independent within the meaning of the act. This could be the reason for avoidance actions,” says Roth.
interest in the election of the shareholder representative
Inrate expert Christophe Volonté refers to the fact that the voting rights representatives through the implementation of the “rip-off Initiative” is even more important. As a result, the Organ and custodian of the voting rights abolished. If shareholders can not come to the General Assembly or want to, you will have to use the way over to the voting representative, to vote.
The election of the independent voting right representative is usually held at the end of a shareholder meeting, and has raised, to date, not a great deal of interest. At least, that is likely to be different. (Editorial Tamedia)
Created: 27.03.2019, 22:01 Uhr
