Item Item title
Board position
Ethos position 1 To approve the financial statements
and the annual report
FOR FOR
2 An advisory vote on the remuneration report
FOR FOR
3a To re-elect as a director, Kent Atkinson
FOR FOR
3b To re-elect as a director, Richie Boucher
FOR FOR
3c To re-elect as a director, Pat Butler FOR FOR 3d To re-elect as a director, Patrick Haren FOR FOR
3e To re-elect as a director, Archie Kane FOR OPPOSE Chairman of the nomination committee and the board only has 18% women.
3f To re-elect as a director, Andrew Keating
FOR FOR
3g To re-elect as a director, Patrick Kennedy
FOR FOR
3h To re-elect as a director, Davida Marston
FOR FOR
3i To re-elect as a director, Fiona Muldoon
FOR FOR
3j To re-elect as a director, Patrick Mulvihill
FOR FOR
4 To authorise the directors to
determine the auditor's remuneration
FOR OPPOSE Non-audit fees exceed 50% of the audit fees on a three-year
aggregate basis, which raises concerns over the auditor's independence, and the shareholders cannot vote separately on the re-election of the auditor.
5 To allow the Company to make market purchases of its own shares
FOR OPPOSE The proposed share repurchase is inconsistent with the company's financial situation.
6 To approve that the issue price be set at a discount to the closing middle market price on the last day prior to the announcement of the capital raising
FOR FOR
7 To approve a general authority to the directors to issue shares
FOR FOR
8 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
9 To approve a specific authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
10 To approve a general authority to the directors to issue contingent equity conversion notes, and Ordinary Stock on the conversion of such notes
FOR OPPOSE Excessive potential dilution.
11 To approve an authority to the directors to dis-apply pre-emption rights on the issue of contingent equity conversion notes, and Ordinary Stock on the conversion of such notes
FOR OPPOSE Excessive potential dilution.
12 To approve that the notice period for ordinary general meetings, other than AGMs, shall be 14 days
FOR OPPOSE 14-days is insufficient for shareholders to vote in an informed manner.
EGM 1 To approve a Scheme of Arrangement and to approve certain legal
requirements for the purpose of giving effect to the Scheme
FOR FOR
EGM 2 To approve the reduction of the issued capital stock
FOR FOR
EGM 3 To approve an authority to the
directors to issue shares and apply the reserves of the Company to pay up the shares
FOR FOR
EGM 4 To approve the amendment to the By-laws
FOR FOR
EGM 5 To approve an advisory vote in relation to the creation of distributable reserves in BOIG plc
FOR FOR
25
BASF (AGM) 12.05.2017
Item Item title
Board position
Ethos position
1 Receive the Annual Report NON-VOTING NON-VOTING
2 Approve the Dividend FOR FOR
3 Approve Discharge of Supervisory Board
FOR FOR
4 Approve Discharge of Management Board
FOR FOR
5 Appoint the Auditors FOR FOR
6 Authorise Share Repurchase FOR FOR
7 Authorisation to issue convertible bonds and bonds with warrants and creation of new Conditional Capital 2017 as well as related amendments to the Articles of Association
FOR FOR
8 Amend Articles: Remuneration of the Supervisory Board
FOR OPPOSE Significant increase in directors fees and no justification provided by the company.
Beiersdorf (AGM) 20.04.2017
Item Item title
Board position
Ethos position
1 Receive the Annual Report NON-VOTING NON-VOTING
2 Approve the Dividend FOR FOR
3 Approve Discharge of Management Board
FOR FOR
4 Approve Discharge of Supervisory Board
FOR FOR
5 Appoint the Auditors FOR FOR
6a Elections to the Supervisory Board:
Hong Chow
FOR FOR
6b Elections to the Supervisory Board:
Beatrice Dreyfus (substitute member)
FOR FOR
7 Approve Remuneration System of the Management Board members
FOR OPPOSE The potential variable remuneration (780% of base salary) largely exceeds our guidelines.
27
BIC (AGM) 10.05.2017
Item Item title
Board position
Ethos position 1 To approve the parent company's
financial statements
FOR FOR
2 To approve the consolidated financial statements
FOR FOR
3 To approve the allocation of income and the dividend payment
FOR FOR
4 To approve Directors' fees FOR FOR
5 Authorisation to repurchase shares FOR OPPOSE The authorisation allows for share repurchase during a period of public offer and can potentially be used as an anti-takeover device.
Board main features
-6 Approval to Re-elect François Bich as a director
FOR OPPOSE Non independent director
(representative of the controlling family shareholder). The number of important shareholder representatives on the board is sufficient and the board lacks independence.
7 Approval to Re-elect Marie-Pauline Chandon-Moët as a director
FOR OPPOSE Non independent director
(representative of the controlling family shareholder). The number of important shareholder representatives on the board is sufficient and the board lacks independence.
8 Approval to elect Candace Matthews as a director
FOR FOR
9 To re-elect Deloitte & Associés as auditor for 6 years
FOR OPPOSE The auditor's long tenure raises independence concerns.
10 To re-elect the company BEAS as alternate auditor for a period of 6 years
FOR OPPOSE The appointment of an associate or partner of the main auditing firm as substitute auditor is not in line with the legal objective to provide protection to shareholders and to the company.
11 To re-elect Grant Thornton as auditor for 6 years
FOR OPPOSE Non-audit fees exceed 50% of the audit fees on a three-year
aggregate basis, which raises concerns over the auditor's independence.
12 To re-elect the company IGEC as alternate auditor for a period of 6 years
FOR OPPOSE The appointment of an associate or partner of the main auditing firm as substitute auditor is not in line with the legal objective to provide protection to shareholders and to the company.
13 Advisory "Say on Pay" vote on the 2016 individual remuneration of Bruno Bich, Chairman of the Board, and then Chairman of the Board and CEO
FOR OPPOSE Concerns over the pension
allowance which exceeds guidelines.
14 Advisory "Say on Pay" vote on the 2016 individual remuneration of Mario Guevara, CEO
FOR OPPOSE Concerns over the pension
allowance which significantly exceeds guidelines.
15 Advisory "Say on Pay" vote on the 2016 individual remuneration of François Bich, Deputy CEO
FOR OPPOSE Concerns over the pension
allowance which exceeds guidelines.
16 Advisory "Say on Pay" vote on the 2016 individual remuneration of Gonzalve Bich, Deputy CEO
FOR OPPOSE Concerns over the pension
allowance which exceeds guidelines.
17 Advisory "Say on Pay" vote on the 2016 individual remuneration of James DiPietro, Deputy CEO
FOR OPPOSE Concerns over the pension
allowance which significantly exceeds guidelines.
18 Advisory "Say on Pay" vote on the 2016 individual remuneration of Marie-Aimée Bich-Dufour, Deputy CEO
FOR OPPOSE Concerns over the pension
allowance which exceeds guidelines.
19 To approve the 2017 remuneration policy of Chairman, CEO and Deputy CEOs.
FOR FOR
20 To authorise a potential reduction in the company's share capital
FOR FOR
21 To insert article 10 bis in the Bylaws regarding Employees' representatives at the Board
FOR FOR
22 Delegation of powers for the completion of formalities
FOR FOR
29
Capgemini (AGM) 10.05.2017
Item Item title
Board position
Ethos position 1 To approve the parent company's
financial statements
FOR FOR
2 To approve the consolidated financial statements
FOR FOR
3 Approval of related-party agreements reported in the Statutory Auditor’s Special Report on Regulated Agreements and Commitments with Related Parties
FOR FOR
4 To approve the allocation of income and the dividend payment
FOR FOR
5 Approval of the remuneration policy of Paul Hermelin, Chairman CEO, for fiscal year 2017
FOR OPPOSE Targets are not sufficiently challenging in our view and awards are potentially excessive.
6 Advisory "Say on Pay" vote on the individual remuneration of Paul Hermelin for fiscal year 2016
FOR OPPOSE Excessive remuneration and some concerns over pension
entitlements.
Board main features
-7 Election of Patrick Pouyanné as a Director for a 4 year term
FOR FOR
8 Re-election of Daniel Bernard as a Director for a 4 year term
FOR OPPOSE Non independent director (board membership exceeding time limit for independence). The board is not sufficiently independent.
9 Re-election of Anne Bouverot as a Director for a 4 year term
FOR FOR
10 Re-election of Pierre Pringuet as a Director for a 4 year term
FOR OPPOSE Non independent director
(business connections with the company). The board is not sufficiently independent.
11 Approval of a treasury share buy-back and disposal programme
FOR FOR
12 Approval to change the company's name
FOR FOR
13 Approval of the conversion of the corporate form of the Company through adoption of the European company statute
FOR OPPOSE Concerns over the change of the legal form of the company to a European company (Societas Europaea, SE) where the shareholders rights are less stringent.
14 Adoption of company bylaws relating from the change in legal structure
FOR OPPOSE Concerns over the change of the legal form of the company to a European company (Societas Europaea, SE) where the shareholders rights are less stringent.
15 Amendment of Article 10 of the company bylaws modifying compulsory threshold declarations
FOR FOR
16 Authority to issue restricted shares for employees and executive directors
FOR OPPOSE Awards are potentially excessive.
17 Authority to increase capital related to an all-employee share ownership plan
FOR FOR
18 Authority to increase capital related to an all-employee share ownership plan for employees of overseas
subsidiaries
FOR FOR
19 Delegation of powers for the completion of formalities
FOR FOR
31