Altice : nine reasons to oppose the cross-border merger proposal

Altice SA intends to effect a cross-border merger between a newly formed Dutch entity, Altice N.V., as the acquiring company, and Altice SA, as the company ceasing to exist.

Prior to this merger, Altice will transfer substantially all of its assets and liabilities to a newly incorporated subsidiary Altice Luxembourg SA. The result of the transfer, followed by the merger, will be to list the shares of a Dutch law governed public company on Euronext Amsterdam instead of the shares of a Luxembourg law governed public limited liability company.

Extraordinary general meeting of Sika: Ethos supports the independent members of the board

Ethos, the Swiss partner of ECGS, maintains its support for the independent members on the board at the extraordinary general meeting of Sika, which will take place on 24.07.2015 called by the Burkard Family. Ethos recommends the refusal of all the propositions of the Burkard Family. In particular, Ethos refuses the dismissal of the Chairman of the board and two board members who have demonstrated their loyalty and commitment to Sika's independence. They have acted in the interest of the company, its shareholders other than the Burkard Family, which hold 84% of the share capital, as well as of its employees and other stakeholders.

Analysis of the EGM of Sika on 24.7.2015 with the voting recommendations of Ethos

43 million reasons to oppose ! At WPP Standard Life points to the double risk of self-dealing and complacency

At the WPP’s annual meeting in London the highest European 2014 package for a CEO, some 43 million for Sir Martin Sorrell was finally voted with only 22% of No votes, comparing with no less than 60% last year…Unpredictable investors !

WPP scandals market with a “jackpot-paying” to Sir Sorrell, of £ 36 million received from highly contested LEAP co-investment plan, bringing the total reported remuneration up to £ 43 million, or 37 times his salary. In 2015, the LEAP scheme participants have earned a share match of five times the number of shares they pledged in 2010. According to the press release published in March 2015, the maximum performance outcome results in the vesting of 2,326,945 shares for Sir Martin Sorrell, CEO, which would have been worth £ 16.86 million at the grant price in 2010 of £ 7.25 per share and which have more than doubled in value to £ 36.04 million at the vesting price of £ 15.49 per share on 13 March 2015.

Patrick Drahi : a € 17 million stock-options grant for a leader who does not like the term “Governance”

Les Echos, a French newspaper, related the governance vision of Altice-Numéricable’s Executive Chairman, Patrick Drahi: “Governance is a word I don’t really like. In companies there are bosses, and the boss is me.”

The principle behind governance is precisely to create a number of counter-powers, monitoring and verification to ensure that decisions are carefully discussed and considered and risks collectively insured to avoid autocracies and ensure that all stakeholders are respected including the providers of capital, the shareholders. When analysing the general meeting of Altice held on the 1st of June, Proxinvest soon realizes that Patrick Drahi was honest, governance is a word he does not like.

DSW present a resolution for more independent audit at Deutsche Bank

Deutsche Bank on 21 of May 2015 ( DSW completed its ECGS research report available on the on line ECGS Shop)  as follows :

“Pursuant to Section 122, Paragraph 2 of the German Stock Corporation Act, DSW (Deutsche Schutzvereinigung für Wertpapierbesitz – The No.1 German Association for Private Investors) will request that the following items be included in the agenda of the General meeting of Deutsche Bank AG that will take place on 21 of May 2015:

Appointment of a special auditor in accordance with Section 142, Paragraph 1 of the German Stock Corporation Act to audit the question, whether the management and supervisory board of Deutsche Bank violated their legal duties and thereby harmed the company.

Will Renault CEO Carlos Ghosn be the highest paid French CEO for 2014?

The Paris financial press is not very factual when it merely explains, such as Les Echos, that the Renault CEO’s full  2014 “package” amounted to € 7.2 million for 2014. But the real figure exceeds the twofold.

This newspaper still quotes Proxinvest Chairman, Pierre-Henri Leroy: “Carlos Ghosn will become the highest paid French CEO here, with pharaonic amounts only obeying fuzzy criteria.” Proxinvest, the French partner of ECGS, completed its ECGS research report available on the on line ECGS Shop.

Independence of Sika: Large support from shareholders not linked to the Burkard Family

 At the general meeting of Sika yesterday, 97%of shareholders not linked to the Burkard Family voted in favor of Ethos' resolution (the Swiss partner of ECGS) to remove the opting out. These shareholders also overwhelmingly supported the chairman and the independent members of the board. The Burkard Family saw itself completely isolated in its attempt to sell its holding company to the competitor Saint Gobain.

RWE: Special audit of Essent deal, of Lechwerke AG delisting and RWE Polska Contracting management is requested

Three shareholder proposals have been added by Dela Beteiligungs GmbH to the agenda of the annual meeting of RWE, German electricity and gas Company. The shareholder requested special audits within certain management board actions. The supervisory board of RWE deems requests unsubstantiated and proposes rejection. ECGS supports two of these actions.

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