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VIPsight

Corporate Governance – portrayed in the individual cultural and legal framework, from the standpoint of equity capital.

VIPsight is a dynamic photo archive, sorted by nations and dates, by and for those interested in CG from all over the world.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.
     

VIPsight International


 

 

Buhlmann's Corner

 

AGMs today – what best standards ought they to have

One thing is for sure, shareholder AGMs continue to vary from country to country, legal form to legal form and culture to culture.

Broadridge has failed to grasp this mechanism but makes up for it globally by placing everything cross-border on Lake Success irrespective of point of origin  or quantity, and then compensating from there. In Germany this is managed though a bank by a team of elderly gentlemen, in Italy the person responsible is a lawyer – Dario Trevisan Esquire – and in Spain the job is handled by a number of correspondents.

AGMs

But let’s take  a closer look at the bank. The Deutsche Bank shareholder AGM imploded into an April shower in a schnapps glass. Former CEO John Cryan, fired for lack of success and luck, won best discharge rating of 94.78% beating his fellow  management board members. Criticism of the Supervisory Board is also manifest,  but only to the right of the decimal point. President Paul Achleitner won 84.40% of votes cast. Best overall score, however, went to Stefan Rudschäfski at 84.74 %. After a mere 15 months he faded out just as quietly as he had faded in, proving that silence must be golden after all.

The absurdity of the arithmetic reached its high point, however in what to do with Paul Achleitner. 0.63% voted for his deselection as president of the AGM, while 9.05 % voted in favour of his reselection as Chair of the Supervisory Board.

GE – General Electric, icon of U.S. industry and emblem of ideals of liberty and “go west young man”, is expected to withdraw from the Dow Jones industrial index. A founding member of the index at its inception in 1896, G.E., will probably be the last of the “old timers” to leave the grand old man of all indexes. Today, a perverse protocol creates ETFs (Exchange Traded Funds) and a valve for private equity. Thus , while shared responsibility and determination invested in ETFs diminish through costs, there is an increase in the power wielded by the so-called activists in a way not unlike what happened with the bank. Even the initial assessment of one-time heavy engineering manufacturer of locomotives based in the Pittsburg PA suburb of Imperial was superficial and didn’t dig too deep. Goodwill as of today stands at 84 billion, and is identical to  private equity of  84 billion.

Back in 2012 when the share value of the data monopolies like Apple, Amazon, Google/Alphabet, Microsoft (itself now one of the “seniors” of this group) and Facebook had far outstripped those of the Big Oil companies, it was put down to the Deepwater Horizon affair (owned and managed by Transocean, Switzerland). Today, instead, we know that

- Results and equity don’t count in assessments;

- Acts detrimental to reputation ­- see the recent presumed damage with Facebook – disappear in a matter of weeks.

The oil industry has existed for 160 years and (German) AGMs a few decades less. The farsightedness of the 1965 stock market legislation is still applied today and has served as an example for a number of other European countries. As  recently as the 1980s, voting by proxy in France was limited to co-shareholders and spouses.

So now what?

Capgemini (one of the first “fat-cat” world-wide consultancy companies) grants its shareholders 90minutes of AGM time for 8 speeches/non-innovative presentations but then 20 minutes into the last Q&A begins to chivvy the speaker to cut short “très rapide, il nous reste une minute”. 22 motions are voted  on in 21 minutes. Here, too, the feeling is very much “the more the issues are perceived as individual, the less consideration they get”. And while we’re on the subject, Goodwill here weighs in at 9.9 billion against 6.9 private equity, both accumulated in 50 years of doing business.

 

Shareholders attending the AGM of France’s biggest bank which by unbelievable coincidence was held on the same day as the German bank’s were handed, on arriving, a pamphlet illustrating the day’s agenda (see hereafter). Note: presentations were  allowed more time resulting in less time needed for Q&A.

 

ASSEMBLEE GÉNÉRALE MIXTE

24 MAI 2018

CARROUSEL DU LOUVRE

10h00 - Ouverture de I'Assemblée Générale par Jean Lemierre, Président

- Composition du Bureau et constatation de Ia régularité de l'Assemblée

- Ramassage des questions écrites

Film :  Présentation de BNP Paribas

 

10h10- Activités et Résultats, Plan de développement, Engagement d'entreprise et RSE, Gouvemance

- Philippe Bordenave : résultats de l'exercice 2017

- Jean-Laurent Bonnafé : déploiement  du Plan 2020

- Antoine Sire et Laurence Pessez : engagement d'entreprise et RSE

- Jean Lemierre : gouvernance, rémunération des dirigeants  mandataires sociaux

11h20 - Questions et échanges avec les actionnaires

11h48 - Lecture des rapporls des Commissaires aux Comptes

12h40- Clôture de Ia réunion

12h50 - Vote des projets de résolutions

"AGM's timetable as hand-out, dropped on every seat"

 

When, instead, balance sheet or year-end accounts take up more than 500 pages;

When, like in Switzerland, registering to vote and taking part are subordinate to the obligation to vote (premise for the procedure);

When ne’er eyebrow is raised at attendance figures – see Spain – higher than 100%;

When a Societé Générale (with issues as immediate as they are thorny) summons its AGM for 4 pm in the afternoon;

When time spent attending AGMs is used to collect consultancy billing hours (twenty years ago the mere mention of remuneration spelled death in every political economy while  today it is recognised as the life blood in the field of consultancy);

When more time is allocated to taking photographs of NGOs than solving issues of management and strategy;

"prompt during the management report "governance" some NGO activists where abseiling in the 2018 AGM, while others loved drumming or blowed their whistle"

 

When the hot-dog stands in Germany, the coffee shops in the Netherlands, the jus de fruits in France or even the mineral water dispensers in Spain become more interesting that the performance of staff …

Perhaps we should take a leaf out of England’s book where AGMs have been abolished and legislation has empowered two world-wide consultancy firms to resolve everything and take the minutes to some notary for registration or, perhaps directly, to the toilet of an airport somewhere.

Hey guys, any plans for next year? I’m going back to Partners Group, that at least is a fun place to be.