The message sounds a little dry, If a shareholder of Novartis , Nestlé or Credit Suisse wants to vote, but not to the General meeting of shareholders can go, then he has the possibility, to instruct the independent proxy representative, in his mind his voice.

In the past few days was now public that, first, the voting is a secret, that is to say that the Management can inform about who voted which way, and, secondly, the counting of the votes takes place on the premises. Out the has found in the case of Novartis, the “Rundschau”. The other two cases revealed the editorial Board of Tamedia.

Why is this serious? First of all, it is for all three companies, to public companies without a dominant shareholder. This means that the companies are many, mainly institutional investors, so funds and pension funds from all over the world. This is per se problematic, because in such cases, the Management and the Board of Directors does not have very much Power, although you the company. That is one reason for the sometimes exorbitant Salaries, all the three companies have repeatedly hit the headlines.

the critical nature of the constellation is also because it is in the case of disputed transactions, mostly matters relating to the Management directly. About Decharge, the effect of which is that the company waives claims for damages against the responsible persons. Or is it about Governance issues, for example, if a Board President can also be the CEO. Or is it the sum of the Salaries of the Board of Directors and the Executive Board, since the adoption of the rip-off initiative six years ago, in a binding vote.

The case of Brabecks double-mandate

How tricky that can be, shows an Episode from the year 2005, which ultimately led to the launch of the Minder Initiative. Peter Brabeck-Letmathe, at that time already operational, Nestlé-in-chief, wanted to be Chairman of the Board of the group. The investment Foundation Ethos collected in advance of the General meeting of shareholders vote against the dual mandate. So successful, that the assignor Nestlé Chairman, Mr. E. looked Good urged, the most important pension funds by telephone canvass and persuade some to vote within the meaning Brabecks.

Ulrich Gygi, then post in-chief, received a phone call. So a Meeting between Good and Jürg Bucher came to be, who was then head of Postfinance and the employer representatives of the pension Fund. However, the voting rights Committee of the Post-PK decided to vote in favour of the application of Ethos, and thus against the dual mandate. But Bucher sat on the decision and instructed the proxies to vote now but for the dual mandate.

In the eyes of the employee representatives that was a scandal, especially as the Ethos-request without the 850’000 votes against the Post-pension Fund would have found a majority. Chairman of the Board, would become Peter Brabeck nevertheless – thanks to the 14 per cent of shareholders who abstained; however, the legitimacy would have been gone.

Critical shareholders, calm

The example shows: If the management of the company in advance and know who is wrong, then you can try to put the players in the run-up to the General Assembly under pressure. Or it can be made concessions to calm the critical shareholders. This is what happened in the CS, when it came several times shortly before the AGM to a so-called voluntary wage cuts, in order to prevent a rejection of the remuneration report.

in addition, with 66 percent of the vote adopted in the rip-off initiative is designed to be very strong to the fact that public companies the shareholders, the Management can control. The GM does not vote only on the remuneration. It elects also the Chairman of the Board, the individual members of the Board of Directors and the compensation Committee and the independent voting rights representative.

The Organ and custodian voting by proxy, which led earlier, that, de facto, had the Management of this vote, was banned. By now, however, companies perceive, in fact, the work of the Proxy, is no longer independent, and the Initiative is thus undermined. No wonder, the wages of the Manager.

(editing Tamedia)

Created: 28.03.2019, 22:05 Uhr