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Georgeson's 2019 Proxy Season Review

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Georgeson's 2019 Proxy Season Review DENMARK Georgeson’s 2019 Proxy Season Review Introduction We are proud to present a thorough analysis of the seven major markets where Georgeson has a widespread client base, and where we are privileged to work closely with many of the leading issuers. Additionally we have included Denmark, in view of our expanding presence in the region. Our local client support, thorough investor engagement and deep market expertise allow us to highlight the issues and trends which will be of interest to both companies and investors. As the world’s leading shareholder engagement firm and corporate governance advisor, Georgeson works hard to ensure that our clients understand the critical issues, trends and personalities which affect and motivate their shareholders, so that they do not become a statistic highlighted in this or any other report. During the 2019 AGM season we have found that, across the seven major markets, the overall proportion of resolutions that received more than 10% opposition has increased by 6.67%. At the same time, proxy advisors continue to hold great influence on voting outcomes with a vast majority of resolutions opposed by proxy advisors receiving high levels of opposition from investors. This highlights how important it is for companies not only to address investor concerns but to proactively engage with proxy advisors as well. Executive remuneration continues to remain a key focal point for investors, with remuneration-related resolutions being amongst the most contested resolutions in the majority of the markets surveyed by Georgeson. This focus on remuneration will have further resonance in 2020, when the revised European Shareholder Rights Directive will introduce annual remuneration votes across the EU. Our analysis shows that the major markets that are most unprepared for this change are Germany and the Netherlands (where only a minority of companies held votes on executive remuneration in 2019). Director elections also continue to attract investor scrutiny and negative votes. Furthermore, the considerable growth in negative votes on discharge resolutions in certain markets shows an increased investor willingness to oppose board members directly when they consider that there have been corporate governance failings. Lastly, as investor and proxy advisor guidelines become stricter on dilution in continental Europe, proposals to issue shares have also been subject to greater scrutiny by investors, confirming a multi-year trend across European markets. We hope that our report will give you greater insight into these markets both in terms of the general trends and of the particular issues that have arisen during the last AGM season. Georgeson remains available to help you with any more specific queries. For any support needed at your next general meeting, please do not hesitate to let us apply our market intelligence, which will help you avoid any possible pitfalls raised both by local developments and complex international trends that can affect a dispersed shareholder base. A special thank you to all our colleagues across Europe who contributed to the production of this document, and in particular Daniele Vitale, our Corporate Governance Manager, who edited the report. Domenic Brancati Chief Executive Officer – UK/Europe [email protected] Georgeson’s 2019 Proxy Season Review > 03 Key Figures UK GERMANY FRANCE SWITZERLAND NETHERLANDS ITALY SPAIN UNITED KINGDOM GERMANY FRANCE SWITZERLAND (FTSE 100) (DAX) (CAC 40) (SMI) 5 3.0 68.9 81.0 77.78 0% 7% 8% % ( ( ( (- + - + 1 1 8 2 4 6 . 4 6 1 . 0 6 .4 7 9 2 1 . 8 0 0 1 % % 6 % % % 1 % 2 ) 8 ) ) 0 ) ) ( . 8 - ( . ) 4 1 % + 7 1 3 1 14 1 9 0 1 % % . 2 0 5 % . 9 9 0 2 ( 8 . % + ) ( ) % 1 - 5 0 % change in number of % change in number of ISS contested resolutions (vs 2018) negative recommendations (vs 2018) UK -13.29% UK -43.51% GERMANY 108.59% GERMANY 84.19% FRANCE -5.29% FRANCE 6.68% SWITZERLAND 1.00% SWITZERLAND -12.17% NETHERLANDS -15.37% NETHERLANDS 105.05% ITALY -6.52% ITALY -2.70% SPAIN 21.12% SPAIN -21.56% 04 > NETHERLANDS ITALY SPAIN (AEX+AMX) (FTSE MIB) (IBEX 35) 50 55 71 .0 .88 .43 0% % % Rejected ( ( ( + + -1 1 board proposals 1 7 5 5 . 3 6 7 . .7 7 1 9 1 6 1 9 . % % 1 % % 7 Companies with % 2 ) ) ( ) 1 - ) . 1 2 ( over 10% oppose 4 5 2 0 + 9 % . 2 3 2 % 1 7 . 5 ) . 1 % ( 2 ) - 6 % Resolutions with over 10% oppose % of resolutions with less than % change in number of Glass Lewis 80% support which had a negative negative recommendations (vs 2018) ISS or Glass Lewis recommendation UK 16.42% UK 72.22% GERMANY 40.66% GERMANY 97.92% FRANCE 11.28% FRANCE 92.05% SWITZERLAND -51.86% SWITZERLAND 85.71% NETHERLANDS 36.70% NETHERLANDS 76.92% ITALY -19.35% ITALY 75.00% SPAIN 1.55% SPAIN 87.50% Georgeson’s 2019 Proxy Season Review > 05 EU Revised Shareholder Rights Directive IMPACT ON REMUNERATION In March 2017 the European Parliament approved amendments to % of companies which held a vote the 2007 EU Shareholder Rights Directive (Directive 2007/36/EC) on executive remuneration in 2019 with the aim of encouraging “long-term shareholder engagement”. The revised Directive (Directive (EU) 2017/828) was published on UK 100.00% 20 May 2017. The remuneration-related provisions must be trans- posed into Member State law by June 2019 (but some Member States have fallen behind this deadline). GERMANY 13.79% Regarding remuneration, the revised Shareholder Rights Directive will implement a standardised framework of remuneration disclo- sure and shareholder votes at listed companies across the EU. FRANCE 100.00% Shareholders will have the right to know how much the company’s directors are paid and they will be able to influence this through a vote. According to the European Commission this will guarantee a SWITZERLAND 100.00% stronger link between pay and performance. According to the Directive, shareholders must be given the option to express their views on remuneration through: NETHERLANDS 33.33% > a forward looking vote on a company’s remuneration policy which lays down the framework within which remuneration can be awarded to directors; ITALY 100.00% > a retrospective vote on the remuneration report describing the remuneration granted during the past year. SPAIN 100.00% The remuneration policy vote can be either advisory or binding, de- pending on each Member State’s implementation of the Directive, and has to be submitted to shareholders at least every four years (and also if material changes are made to the policy). The vote on the remuneration report is advisory and has to be submitted to shareholders annually. In March 2019 the European Commission published non-binding draft guidelines1 on “the standardised presentation of the remuner- ation report” and ran a public consultation on them. Industry partic- ipants expect the final guidelines to be issued in the autumn of 2019 and it appears likely that the extent to which companies voluntarily comply with the final guidelines will be closely watched by the inves- tor community. Below is an overview of the current status of remuneration votes across the major markets covered in this document, as well as an indication of the potential impact of the revised Shareholder Rights Directive versus current practices. 1) https://ec.europa.eu/info/consultations/public-consultation-remuneration-report-guidelines-implementing-shareholders-rights- directive_en 06 > EU Revised Shareholder Rights Directive UNITED KINGDOM > Current status: Remuneration policy submit- ted to binding vote at least every three years; remuneration report submitted to advisory vote annually. > Annual remuneration votes introduced: 2002 > Expected impact: Minimal GERMANY > Current status: A remuneration system vote should be submitted to shareholders at reg- ular intervals or in case of material changes. > Annual remuneration votes introduced: n/a > Expected impact: Major FRANCE > Current status: Annual binding vote on ex-an- te remuneration policy, and annual ex-post vote on individual executive remuneration awarded in the previous financial year. > Annual remuneration votes introduced: 2013 > Expected impact: Minimal SWITZERLAND ITALY > Current status: Annual approval by share- > Current status: Remuneration report sub- holders of the total amount of compensation mitted for annual advisory vote (binding for of the Board of Directors, executive manage- financials) and binding vote to adopt ment and of any advisory board. Voluntary equity-related incentive schemes. annual vote on remuneration report is wide- > Annual remuneration votes introduced: 2011 spread. > Expected impact: Moderate > Annual remuneration votes introduced: 2013 > Expected impact: No direct impact SPAIN NETHERLANDS > Current status: Remuneration policy is sub- mitted to shareholders for a binding vote > Current status: Shareholders vote only in every three years, and remuneration report case of material changes to the remuneration is submitted to shareholders for an advisory system. vote annually. > Annual remuneration votes introduced: n/a > Annual remuneration votes introduced: 2011 > Expected impact: Major > Expected impact: Moderate Georgeson’s 2019 Proxy Season Review > 07 NotableKey Trends European Trends > During the 2019 AGM season (1 July 2018 to 30 June 2019), across the seven major European markets, the overall proportion of resolutions that received more than 10% opposition increased by 6.67%, from 506 (out of 5,182) in 2018 to 546 (out of 5,242) in 2019. > SRD II will introduce annual remuneration votes across the EU from the 2020 AGM season. > The major markets that are most unprepared for this change are Germany and the Netherlands (where only a minority of companies held votes on executive remuneration in 2019). > All other major markets already have mandatory annual remuneration votes. > Executive remuneration continues to be a flashpoint for investors across all major European markets. > Director elections continue to grow as an area of focus and negative votes. This has extended to board discharge votes in some markets. > Authorities to issue shares have also come under greater scrutiny across a number of major markets.
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