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.

30 mai 2014

The separation of roles: a solution to executive relocation

The successive announcements of executives of major, listed French companies departing to other countries should give us pause. The moves are a reflection of both the globalisation of these big companies (over 70% and up to 80% of their business activities and employees are in other countries) and the tax cost of high (excessive) remunerations for both executives and companies compared to other countries. There is a major risk of seeing the decision-making centres of these companies move away, and legal and financial advisers, banks, etc. may too. The impact on a country's innovation and growth capacity can be significantly impacted if the movement becomes widespread and there is a real risk that the trend will be amplified in the coming years.
We tried to encourage people to think about this issue last year when Schneider Electric decided to return to single governance with a CEO based in Hong Kong to manage growth in Asia. However, there was no positive response from investors who supported the return to single governance (while the previous chief executive congratulated himself on the Supervisory and Management Board structure...) The departures announced for strategic reasons have followed one another since with Francois-Henri Pinault of Kering, Bruno Lafont at Lafarge and Chris Vierbacher of Sanofi, among others. Not to mention the failed Omnicom/Publicis merger that would have moved the head office to the Netherlands.
It's clear that the impact on the company isn't the same if the CEO moves to another country or if it's just the General Manager or the Chairman of the Management Board. Serge Weinberg, Chairman of the Sanofi Supervisory Board is staying in Paris and doesn't intend to move abroad. The group's governance and its Board of Directors should be staying in France. This will promote Sanofi's anchoring in the country and will require the operational manager to move closer to their teams on which they will have to base the development of their strategy.
This situation is very different from that of Schneider Electric which has a CEO in Hong Kong and a Board of Directors whose members are increasingly non-French. This reflects the globalisation of listed corporations and means that there is a greater risk that, one day, the Board of Directors will meet outside of France (to visit the subsidiaries…). The logical outcome will be to move decision-making capacity while waiting for a potential merger or a buy-out that will relocate the decision-making centre once and for all...
Large German groups are structured with Supervisory/Management boards with a majority of German directors. In France, most companies have Boards of Directors with a CEO and some have a majority of non-French board members. There may not be a connection, but most of Lafarge's directors aren't French...which probably explains their support for a strategy of a merger "of equals" which would move the centre of decision-making and governance to Switzerland. In our opinion, the separation of roles is an answer to this governance challenge so we can keep the decision-making centres of our large companies in France. It's urgent that we pay heed to this.

Olivier de Guerre
Chairman of PhiTrust Active Investors