ECGS commented on Italian Consob’s consultation on multiple voting rights

Frontis Governance, the Italian partner of ECGS and first Italian proxy advisory firm, led by Sergio Carbonara presented its comments on the new Italian legislative provisions threatening the basic principle of equality of all shareholders. Like in France ECGS partners demonstrate their strong opposition to the introduction of multiple voting rights, as a breach of the “one share – one vote” principle and a departure from shareholder democracy. 

Publication of the 16th Proxinvest report on French CEO Remunerations

As shareholders of major French groups experienced their first year of Say on Pay, Proxinvest published for the sixteenth consecutive year its report on executive compensation. Its uniqueness lies in the valuation all the various forms of executive compensation (fixed, annual bonuses, fees, benefits in kind, stock options, performance shares, cash incentive plans and other indirect forms of compensation).

The analysis of annual reports published in 2014 on compensation due for fiscal 2013 reveals a paradox: the limit of the socially acceptable pay set by Proxinvest (240 “SMIC”, the minimum annual pay, equivalent to € 4.76 million) is now exceeded by 18 executive chairs against only 13 in 2012. Despite this trend, the average total remuneration of executive chairmen of the 120 largest listed French companies slightly increased by 1.2% in 2013 and reached € 2,909,151.

 

Some virtuous companies and the pressure of the French State, a major shareholder of public companies, therefore had a moderating impact, offsetting the excessive compensation practices of some companies and the average executive compensation in the CAC 40 index was down 2.5% to € 3.968 million, the equivalent of 200 SMIC.

BskyB acquisitions in Italia and Deutschland : a transaction for 21st Century Fox or for BskyB shareholders?

ECGS concerns about BskyB acquisitions to be voted on 6 October 2014: financial valuation and conflicts of interests…

 

On 6 October 2014 BSkyB will hold an Extraordinary General Meeting in order to seek shareholder approval for the proposed Acquisitions of Sky Italia and Sky Deutschland. The Acquisitions will cost BSkyB  an aggregate consideration that of to up to £7.4 billion which the Company intends to finance through a combination of new debt, Notes Offering, existing cash resources and the disposal of National Geographic Channel.

ECGS alert- Italy : Approval by the Italian Parliament of the law on multiple voting shares. What changes for Italian companies?

Since the 20th of August, date of publication on the Official Gazette, the Italian law allows listed and private companies to issue multiple voting shares. Here are the main changes, as partially amended by the Parliament.

Ziggo to be acquired by Liberty Global - ECGS recommends to abstain from granting discharge to the Board

On August 26, 2014, Ziggo will convene an EGM to prepare the takeover of the company by Liberty Global. Within our recently issued report on the EGM, we recommended to oppose the discharge of the Board of Directors as we keep having concerns about the potential severance payment granted by the BOD to ex Ziggo's CEO, Mr. Obermman, who was appointed in 2014, when Ziggo was already entered in discussions with Liberty Global.

Ethos, the Swiss Partner of ECGS welcomes the revision of the Swiss Code of Best Practice for Corporate Governance but points out an ambivalent project

The Ethos Foundation commended the decision to carry out a revision of the Swiss Code of best practice for corporate governance. In the current Code dating back to 2002 (with an appendix added in 2007), several points do not reflect international best practice anymore.

ECGS supports Phitrust Active Investors new engagement campaign

Within a Press release disclosed in July, the active fund Phitrust Active Investors presented the themes of its new engagement campaign for 2014-2015. Two subjects will be brought for shareholders' engagement, the first one dealing with the new implementation of double voting rights in France within the framework of the "Loi Florange" allocating automatic double voting rights for holders of registered shares. Like Phitrust, ECGS considers that the law undermines the rights of minority shareholders and the principle of "one vote - one share".

BES rescued by the Portuguese State - Long term investors will be the only ones to bear the consequences of a disastrous governance !

by Sergio Carbonara, Frontis Governance

After having reassured depositors and investors over the financial solidity of Banco Espírito Santo (“BES”), the Portuguese Central Bank, Banco de Portugal, finally recognized the disastrous situation of the second largest private bank of the country, and on August 3rd decided to apply a resolution measure. The worse situation came out only on July 30th, when BES announced € 1.5 billion higher losses compared to the ones previously disclosed by the bank and its external auditor KPMG.

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