Jerónimo Martins considers 100% cash short-term bonus aligns the executives' interests with those of the shareholders in the long term

The remuneration policy of Jerónimo  Martins is defined by the Remuneration Committee, the members of which are not Directors and are elected by the Shareholders' Meeting for a period of 3 years.  All current members are independent from the Company and its major shareholders.

ECGS discovers that the variable component is defined by the Remuneration Committee each year, upon proposals of the Chairman of the Board, who is also the CEO. The executive variable remuneration is exclusively made of a short-term incentive, fully paid in cash and linked to the annual results in terms of: EVA, share market price and implementation of the Group's Strategic Plan.

The executive remuneration does not include any long-term incentives, deferred variable components, malus clauses or claw-back mechanisms. The Remuneration Committee also decided not to set any limits to the maximum bonus payable to the executive Directors.

Even more surprisingly, the Remuneration Committee, based on a study conducted in 2011, considers that the current remuneration structure is adequate to align the executives' interests with those of the Company in the long term.

Ethos welcomes the proposals by the Swiss Federal Council concerning the revision of Swiss company law

 The Ethos Foundation, the Swiss partner of ECGS, is generally satisfied with the preliminary draft put into consultation by the Swiss Federal Council. The proposed revision of the Code of Obligations as well as of several other laws significantly improves corporate governance at Swiss companies. Despite this, Ethos regrets that a number of topics are not covered. In particular, the Foundation calls for introducing an obligation to publish extra-financial information by companies, the extension of the board's due diligence to cover fundamental human rights and the environment as well as a limitation of the scope of the opting out in the Stock Exchange Act.

Sika: Ethos, the Swiss partner of ECGS, publishes its voting recommendations for the AGM of 14.4.2015

At the AGM of Sika that will take place on 14 April 2015, Ethos will oppose the reelection to the board of the three representatives of the Burkard family (Urs Burkard, Willi Leimer, Jürgen Tinggren) as well as the election of a new nominee (Max Roesle) proposed as chairman by the Burkard family. The Ethos Foundation also recommends approving the three shareholder resolutions that request the removal of the opting out clause, the conduct of a special audit and the nomination of independent experts.

The detailed analysis of the different items on the agenda of the annual general meeting of Sika with Ethos' voting recommendations is publicly available. Ethos urges all the shareholders to exercise their voting rights at this important meeting. It is crucial that minority shareholders massively vote to defend the long term interests of Sika. In this context, Ethos is satisfied with the recent decision of the Court of Canton Zug that confirmed the 5% voting limit on the registered shares that applies to the registered shares of the Schenker-Winkler Holding held by the Burkard family.

ECGS recommends shareholders of TNT Express do not re-elect the Chairman, Antony Burgmans

In December 2014, Dutch media reported that a number of shareholders (Franklin Templeton, Mackenzie, Tweedy Brown, Investec and Artisan Investments) would oppose the reappointment of Mr. Burgmans. TNT Express responded that it has not received such signal from these shareholders.

The Finish State opposes the proposal of its own representatives to increase director fees at Fortum

The shareholders of Fortum are surprised to discover that the Finnish State, “in deviation from the proposal made by the Shareholders' Nomination Board, will propose to the AGM that the yearly fees to be paid to the members of the Board of Directors remain at the current level for the following term of office”. A remarkable initiative supported by ECGS but which could however be seen as paradoxical considering the Finnish governance framework.

Elliott demands Kabel for special audit of Vodafone deal

On the 20th of March 2015, at the request of Cornwall 2 GmbH & Co. KG which acts as the representative of the American hedgefund Elliott, the Holiday Inn in Munich will be hosting an Extraordinary General Meeting for Kabel Deutschland and its shareholders.

The circumstances surrounding this legitimate request are unusual. Back in October 2013 a special audit report had been ordered to evaluate the measures taken prior to the 31st of March 2013 by the Management and Supervisory Boards regarding a possible acquisition by Vodafone and eventually to assess the effects of those measures on the actual deal.

European Central Bank recommends conservative dividend policies

On February 13, 2015, a European Central Bank Recommendation on dividend distribution policies was published in the Official Journal of the European Union.

All banks are ranked under three categories entirely depending on their level of protection against unexpected losses. These categories determin the particular policy the banks are recommended to follow regarding the distribution of dividends.

Scandi Jet Drama

Posted By Paul Marsland, Manifest, On 23rd January, 2015

Reporting of the abuse of corporate jet use by top management at Sweden’s largest companies has focused attention on the internecine links between Sweden’s top investors and largest public companies Svenska Dagbladet the Swedish newspaper has reported that Swedish forestry company SCA has been using several private jets to fly top managers and wives and children to an SCA-owned hunting lodge in northern Sweden, the Olympics in London and the European football championships in Kiev. It is reported that some directors of other big Swedish companies such as Nordea and Swedbank have also accepted trips in the jets. One hapless participant in a hunting trip even sent a jet back to Stockholm to pick up the wallet he had forgotten.

Influential shareholders at the centre of an intricate web of ownership amongst top Swedish companies have voiced their concerns and board room changes will follow however this is not a clear out and the changes risk creating new governance tensions that will need to be addressed.

Syndicate content