La France occupe la troisième position des pays européens pour la participation des actionnaires.
Crédits photo: Le Figaro
As every year, we are preparing the governance improvement proposals which we put forward to the Boards of Directors of CAC 40 companies. Several issues are sensitive these days and will be at the heart of our engagement campaign with companies in 2011:
- The separation of powers, or how to justify the fact that the same director executes and controls at the same time in very large quoted companies? The numerous examples of governance crises in the last few years have in most cases been linked to an extreme concentration of powers in the hands of the CEO. It seems to us to be essential as shareholders to require a fair division of roles between execution and control. This is even more important in the world of banking, with Société Générale for example being the only major French banking group to have returned to a CEO structure last year.
- Remuneration – or rather the CEO's remuneration structures – will once more return to the top of the agenda, given the excellent company results (particularly in the financial sector) and the variable modes of remuneration in place for directors. Nowadays, it is simply astonishing that companies do not seek to gain acceptance of directors’ remuneration through the majority vote of shareholders (and not only of the Board of Directors) in the context of regulated agreements (as is the case with severance indemnities and retirement benefits). Shareholders need to push companies to seek more legitimacy in setting the framework for such remuneration and make it subject to a vote in the General Meeting of Shareholders in order to restore a certain "affectio societatis" between companies and their shareholders.
- Transparency on remuneration is also an important issue if there is a desire for shareholders and all parties to conduct a clear analysis of remuneration structures. How is it possible to justify that in 2010, all remuneration received from the entire Renault Nissan Group by Mr Carlos Goshn is not disclosed to the shareholders of Renault; or that some additional remuneration received by Mr Levy at Publicis is not subject to shareholder vote as required by the law?
- The vote of non-resident shareholders can also be an annoyance for some directors who do not want to be too closely governed by these investors. How could one otherwise explain the fact that some companies continue to pay their dividend just after the General Meeting, knowing full well that, in order to avoid withholding tax, non-residents will already have lent their securities and will therefore not be voting!
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