Toute l'actualité de l'engagement actionnarial par PhiTrust

Notre impact:
- 1450 initiatives privées
- 120 initiatives publiques
- 27 résolutions externes déposées

Depuis plus de dix ans, nous croyons que l’éthique du management et la gouvernance ont un rôle fondamental au sein des entreprises dans lesquelles nous investissons pour le compte de nos clients.
Face aux défis immenses de la crise que nous vivons aujourd’hui, nous sommes de plus en plus convaincus que nos entreprises cotées en Europe ont besoin d’actionnaires minoritaires actifs qui les aident à développer des stratégies innovantes pour répondre aux enjeux financiers, commerciaux et sociaux de notre monde actuel, et nous essayons d’y contribuer par notre stratégie d’investissement.

29 mars 2013

CEO offshoring, beware!

As French enterprises worry increasingly in the face of a difficult domestic market, it is highly tempting to favour international strategies by relocating directors (or COMEX members) to regions where the “business is growing”. The fact that this also allows directors to escape taxation that is considered to be "excessive" definitely constitutes an incentive but it cannot be the sole underlying reason behind a decision that entails major consequences for any business enterprise.

Although in this day and age digital technologies allow for videoconference-based management of teams spread across the globe, any business enterprise must be anchored in a region, a country. Through this anchoring, it adopts a specific culture, recognised values and a history that enable it to grow into its current form. Believing that a firm does not need this anchoring is a step that some have already taken or that they are about to take without gauging its long-term consequences.

What will happen a few years down the line when new directors or members of the Board of Directors will be appointed from several countries to jointly represent the enterprise’s stakeholders (shareholders, employees, clients, etc.)? What will happen in the event of an attempted hostile takeover or merger with a business not sharing the same values?

In the 80s, JP Morgan was recognised as an American bank although it had more than 70% non-US directors... because the Chairman was an American with board meetings being essentially held in the United States.

Arcelor Mittal, Alcatel Lucent... So many enterprises are now devoid of any anchor and can be offshored at any time at their directors’ whim?

It is urgent to react and there still is time. As shareholders, we can refuse that the offshoring of a CEO himself by requesting a structure based on segregation of powers. This dual structure has the advantage of allowing the executive director to relocate abroad in order to accompany the growth of the enterprise while keeping the governance bodies (board of directors and Chairman of the Board) in France in order to guarantee that the firm will preserve keep its culture, its values and its national or regional anchoring.

This local anchoring concept also rests on issues pertaining to relationships with suppliers, the location of Research and Development, the quality of university education, town and country planning… in short, several impacts generated by large enterprises established in a region or country. 

It is in light of the above that all shareholders should vote against the resolution proposing the merger of powers within Schneider Electric and that they should ensure with all French companies that could offshore their CEO that they should then propose a separation of the Chairman/CEO powers in order to keep the governing bodies in France, where the company’s registered office is located. 

Olivier de Guerre, chairman of PhiTrust Active Investors