Soc Gen rebuffs Chair/CEO split call, but was it legal?

French SICAV Proxy Active Investors is crying foul over the high handed dismissal of its proposal to separate the chair and CEO roles at Société Générale.

On April 7th 2010, PhiTrust, the managers of Proxy Active, and a group of international institutional shareholders filed a resolution requesting a statue change to split the roles.… Read the rest

Xstra-ta very much

Xstrata may find that its remuneration report resolution hits the headlines yet again on May 5th. Against a backdrop of general public hostility towards high director bonuses and greater shareholder scrutiny on remuneration reports resolutions, resulting in higher levels of dissent (“Against” votes plus abstentions), Xstrata’s board will likely again need major shareholder, Glencore International, to come to the rescue to ensure shareholders give the Remuneration Report resolution majority support.… Read the rest

Shareholder rights a ‘key reform’ says Obama

US president Barack Obama took his fight for financial reform to the heart of Wall Street this week and described the role of shareholders as “the last key component”.

As the US administration faces up to a tough fight in the Senate on Monday, Obama outlined his vision of a financial system that did not “have to choose between markets that are unfettered by even modest protections against crisis, or markets that are stymied by onerous rules that suppress enterprise and innovation.”

President Obama currently has a 59-41 Democrat majority over Republicans in the Senate, one vote short of what is needed to take the Bill forward.… Read the rest

FRC: Game-keeper turns poacher

As the consultation on the UK’s Stewardship Code draws to a close, the UK’s reporting regulator, the FRC, has moved to strengthen its secretariat with the appointment of ABI governance veteran, Peter Montagnon.

Montagnon will join his former ABI boss Stephen Haddrill, on June 1st.… Read the rest

Commission threatens action on shareholder rights laggards

The European Commission has recently announced it intends to initiate processes for taking action against EU Member States over implementation of the Shareholders Rights Directive (SRD). The Directive, which was passed in 2007, establishes Europe-wide principles for ensuring certain basic rights of shareholders at European listed companies.… Read the rest

Italian mergers, boards & governance – possibly not the best way

Intesa Sanpaolo, Italy’s biggest retail lender and the by-product of the takeover of Sanpaolo IMI by Banca Intesa is an excellent case study of a) how not to construct a post-merger board and b) how not to engage with shareholders and c) why EU shareholder reforms can’t come too quickly.… Read the rest

Manifest welcomes FRC’s role in Stewardship Code

Manifest has welcomed the Financial Reporting Council’s role as the new guardian of an institutional investor Stewardship Code but has proposed that the Code itself should be the subject of its own consultation rather than a simple grandfathering of the existing ISC principles.… Read the rest

UBS investors reject director discharge

UBS shareholders now have six months to decide whether to file actions against the board after voting down the 2007 director liability discharge resolution.

A total of 52.8% of shareholders voted against the discharge for 2007 with 46% in support. Discharges for 2008 and 2009 managed to achieve 80% support.… Read the rest

Australian pay reforms set global standard

Australian  Minister for Financial Services, Superannuation and Corporate Law, Chris Bowen has delighted Australian shareholders with plans to introduce extensive executive remuneration reforms designed to force boards to be more accountable and give shareholders more power.

Chris Bowen MP

Chris Bowen MP

In a ringing endorsement of the Productivity Commission’s review of executive pay which was published in January this year, the Rudd administration has announced that it will introduce legislation to implement many of the PC’s 17 recommendations, including the “two strikes” proposal, which will strengthen the non-binding vote on remuneration and set out consequences where companies do not adequately respond to shareholder concerns on remuneration issues.… Read the rest

US proxy season – April’s hot issues

Allie Monaco, Research Manager of Manifest’s US partners, Proxy Governance takes a look at the hot issues of the US proxy for the coming two weeks:

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BP faces tar sands test

A shareholder resolution tabled at BP’s AGM calling for more financial, environmental and social information on the implications of extracting oil sands has managed to achieve 6% of votes in favour. Taking abstentions or votes positively witheld, the company was only able to achieve 85% support for its approach to this controversial exploration scheme.… Read the rest

Governance issues on the election trail

As the UK gears up for the national elections on May, the general public has now received nearly all of their “notices of meeting” ahead of casting their ballots. Sadly, there won’t be any electronic voting – but then the residents of Florida would probably say we should be grateful for a stubby little pencil on the end of a piece of string and a rickety wooden booth.… Read the rest