Item Item title
Board position
Ethos position 1 Approve annual report, financial
statements and accounts
FOR FOR
2 Approve allocation of income and dividend
FOR FOR
3 Discharge board members and executive management
FOR FOR
4.1 Elections to the board of directors
-4.1.a Re-elect Dr. Renato Fassbind FOR FOR
4.1.b Re-elect Mr. Jürgen Fitschen FOR FOR
4.1.c Re-elect Mr. Karl Gernandt FOR FOR
4.1.d Re-elect Mr. Klaus-Michael Kühne FOR FOR
4.1.e Re-elect Mr. Hans U. Lerch FOR FOR
4.1.f Re-elect Dr. Thomas Staehelin FOR OPPOSE He has been a member of the board for 39 years, which exceeds Ethos' guidelines.
4.1.g Re-elect Ms. Hauke Stars FOR FOR
4.1.h Re-elect Dr. Martin Wittig FOR FOR
4.1.i Re-elect Dr. Jörg Wolle FOR FOR
4.2 Re-elect Dr. Jörg Wolle as chairman of the board
FOR FOR
4.3 Elections to the remuneration committee
-4.3.a Re-elect Mr. Karl Gernandt to the remuneration committee
FOR OPPOSE He is not independent
(representative of an important shareholder, various reasons) and the majority of the committee members are not independent.
4.3.b Re-elect Mr. Klaus-Michael Kühne to the remuneration committee
FOR FOR
4.3.c Re-elect Mr. Hans U. Lerch to the remuneration committee
FOR FOR
63
4.4 Re-elect the independent proxy FOR FOR
4.5 Re-elect the auditors FOR FOR
5.1 Advisory vote on the remuneration report
FOR OPPOSE The information provided is insufficient.
The structure of the remuneration is not in line with Ethos'
guidelines.
5.2 Binding prospective vote on the total remuneration of the board of directors
FOR OPPOSE The information provided is insufficient.
The remuneration is significantly higher than that of the peer group.
5.3 Binding prospective vote on the total remuneration of the executive management
FOR OPPOSE The information provided is insufficient.
L'Oréal (AGM) 20.04.2017
Item Item title
Board position
Ethos position 1 To approve the parent company's
financial statements
FOR FOR
2 Approval of the Consoldiated Accounts
FOR FOR
3 To approve the allocation of income and the dividend payment
FOR FOR
Board main features
-4 Election of Paul Bulcke as a Director for 4 years
FOR OPPOSE Concerns over his aggregate time commitments.
5 Re-election of Françoise Bettencourt Meyers as a Director for 4 years
FOR FOR
6 Re-election of Virginie Morgon as a Director for 4 years of Virginie Morgon as a Director
FOR FOR
7 To approve the remuneration policy of Jean-Paul Agon, Chairman and Chief Executive Officer
FOR OPPOSE Excessive remuneration and we do not consider the vesting scale to be sufficiently challenging.
8 Advisory "Say on Pay" vote on the individual remuneration of Jean-Paul Agon, Chairman and Chief Executive Officer
FOR OPPOSE Awards are excessive and specific performance targets are not disclosed, preventing
shareholders from assessing the link between performance and pay.
9 To approve a treasury share buy-back and disposal programme
FOR FOR
10 To amend the article 6 of the Bylaws : split nominal value
FOR FOR
11 To authorise the Board to issue shares or other securities giving access to shares with pre-emptive rights
FOR FOR
12 To authorise capital increases by transfer of reserves
FOR FOR
13 To authorise capital increases related to an all-employee share ownership plan
FOR FOR
65
14 To authorise capital increases related to an all-employee share ownership plan for employees of foreign subsidiaries
FOR FOR
15 To amend article 7 of the Bylaws in line with legal requirements
FOR FOR
16 Delegation of powers for the completion of formalities
FOR FOR
Michelin (AGM) 19.05.2017
Item Item title
Board position
Ethos position 1 To approve the parent company's
financial statements
FOR FOR
2 To approve the allocation of income and the dividend payment
FOR FOR
3 To approve the consolidated financial statements
FOR FOR
4 Statement of related-party
agreements reported in the Statutory Auditor’s Special Report on Regulated Agreements and Commitments with Related Parties
FOR OPPOSE Concerns over one or more
related party agreements that are not in the interests of
shareholders.
5 To approve a treasury share buy-back and disposal programme
FOR FOR
6 Approval of the advisory "Say-on-Pay"
vote on the individual remuneration of Jean-Dominique Senard, CEO
FOR FOR
7 Approval of the advisory "Say-on-Pay"
vote on the individual remuneration of Michel Rollier, President of the Supervisory Board
FOR FOR
Board main features FOR FOR
8 Re-election of Michel Rollier as a member of the Supervisory Board for 4 years
FOR FOR
9 Re-election of Olivier Bazil as a member of the Supervisory Board for 4 years
FOR FOR
10 To authorise a potential reduction in the company's share capital
FOR FOR
11 Delegation of powers for the completion of formalities
FOR FOR
67
Mondi (AGM) 11.05.2017
Item Item title
Board position
Ethos position 1 To elect as a director, Tanya Fratto FOR FOR 2 To re-elect as a director, Stephen
Harris
FOR FOR
3 To re-elect as a director, Andrew King FOR FOR
4 To re-elect as a director, John Nicholas
FOR FOR
5 To re-elect as a director, Peter Oswald FOR FOR
6 To re-elect as a director, Fred Phaswana
FOR FOR
7 To re-elect as a director, Dominique Reiniche
FOR FOR
8 To re-elect as a director, David Williams
FOR OPPOSE Chairman of the nomination committee and the board only has 25% women.
9 To elect as a member of the DLC Audit Committee, Tanya Fratto
FOR FOR
10 To elect as a member of the DLC Audit Committee, Stephen Harris
FOR FOR
11 To elect as a member of the DLC Audit Committee, John Nicholas
FOR FOR
12 To adopt the report & accounts for the year ended 31 December 2016 for Mondi Ltd
FOR FOR
13 To approve the remuneration policy of Mondi Ltd
FOR OPPOSE Awards are potentially excessive.
14 To set the level of directors' fees for the year for Mondi Ltd
FOR FOR
15 To declare a final dividend in Mondi Ltd
FOR FOR
16 To appoint PricewaterhouseCoopers Inc and JFM Kotzé as auditors of Mondi Ltd
FOR FOR
17 To authorise the directors to
determine the auditor's remuneration of Mondi Ltd
FOR FOR
18 To authorise the directors of Mondi Ltd to provide financial assistance to any related or inter-related company
FOR OPPOSE Concerns over one or more
related party agreements that are not in the interests of
shareholders.
19 To approve a general authority to the directors of Mondi Ltd to issue shares
FOR FOR
20 To approve a general authority to the directors of Mondi Ltd to issue special converting shares
FOR FOR
21 To approve a specific authority to the directors of Mondi Ltd to issue shares
FOR FOR
22 To allow Mondi Ltd to make market purchases of its own shares
FOR OPPOSE The share repurchase price includes a too high premium on market price.
23 To adopt the report & accounts of Mondi plc for the year ended 31 December 2016
FOR FOR
24 To approve the remuneration policy of Mondi plc
FOR OPPOSE Awards are potentially excessive.
25 To approve the report on the implementation of the remuneration policy for the year ended 31 December 2016 for Mondi plc
FOR OPPOSE Concerns over transitional remuneration to the departing CEO.
26 To declare a dividend in Mondi plc FOR FOR 27 To appoint as auditors of Mondi plc,
PricewaterhouseCoopers LLP
FOR FOR
28 To authorise the directors to
determine the auditor's remuneration of Mondi plc
FOR FOR
29 To approve a general authority to the directors to issue shares
FOR FOR
30 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
31 To allow the Company to make market purchases of its own shares
FOR FOR
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Munich Re (AGM) 26.04.2017
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 Approve Remuneration System of the Management Board members
FOR OPPOSE Excessive variable remuneration (567% of base salary).
6 Authorise Share Repurchase FOR FOR
7 Authorise Share Repurchase by use of Equity Derivatives
FOR FOR
8 Elections to the Supervisory Board:
Renata Jungo Brüngger
FOR FOR
9 Approve the creation of a new Authorised Capital 2017, the
cancellation of the existing Authorised Capital 2013 and related amendments to the Articles of Association
FOR FOR
10 Approve an inter-company agreement FOR FOR
11a Approve an inter-company agreement FOR FOR
11b Approve an inter-company agreement FOR FOR
Nestlé (AGM) 06.04.2017
Item Item title
Board position
Ethos position 1.1 Approve annual report, financial
statements and accounts
FOR FOR
1.2 Advisory vote on the remuneration report
FOR OPPOSE The structure of the remuneration is not in line with Ethos'
guidelines.
2 Discharge board members and executive management
FOR FOR
3 Approve allocation of income and dividend
FOR FOR
4.1 Elections to the board of directors
-4.1.1 Re-elect Mr. Paul Bulcke FOR FOR
4.1.2 Re-elect Mr. Andreas N. Koopmann FOR FOR 4.1.3 Re-elect Mr. Count Henri de La Croix
de Castries
FOR FOR
4.1.4 Re-elect Dr. iur. Beat W. Hess FOR FOR 4.1.5 Re-elect Dr. oec. Renato Fassbind FOR FOR 4.1.6 Re-elect Mr. Steven George Hoch FOR FOR
4.1.7 Re-elect Ms. Naina Lal Kidwai FOR FOR
4.1.8 Re-elect Dr. oec. Jean-Pierre Roth FOR FOR
4.1.9 Re-elect Ms. Ann Veneman FOR FOR
4.1.10 Re-elect Ms. Eva Cheng FOR FOR
4.1.11 Re-elect Dr. Ruth K. Oniang'o FOR FOR 4.1.12 Re-elect Prof. Dr. Patrick Aebischer FOR FOR 4.2.1 Elect Dr. oec. Ulf Mark Schneider
(CEO)
FOR OPPOSE He is also a permanent member of the executive management.
4.2.2 Elect Ms. Ursula M. Burns FOR FOR
4.3 Elect Mr. Paul Bulcke as chairman of the board
FOR FOR
71
4.4 Elections to the remuneration
4.4.2 Re-elect Mr. Andreas N. Koopmann to the remuneration committee
FOR FOR
4.4.3 Re-elect Dr. oec. Jean-Pierre Roth to the remuneration committee
FOR FOR
4.4.4 Re-elect Prof. Dr. Patrick Aebischer to the remuneration committee
FOR FOR
4.5 Election of the auditors FOR OPPOSE The term of office of the audit firm exceeds 20 years.
4.6 Election of the independent proxy FOR FOR 5.1 Binding prospective vote on the total
remuneration of the board of directors
FOR OPPOSE The information provided is insufficient.
The remuneration of the chairman is significantly higher than that of the peer group.
The remuneration of the non-executive chairman largely exceeds that of the other non-executive board members without adequate justification.
5.2 Binding prospective vote on the total remuneration of the executive management
FOR OPPOSE The maximum amount that can be effectively paid out in case of overachievement of targets is significantly higher than the amount requested at the general meeting.
The remuneration structure is not in line with Ethos' guidelines.
Next (AGM) 18.05.2017
Item Item title
Board position
Ethos position 1 To approve the financial statements
and the annual report
FOR FOR
2 Approve the remuneration policy FOR OPPOSE Awards are potentially excessive (450% of base salary for the CEO).
3 An advisory vote on the remuneration report
FOR OPPOSE The executive variable
remuneration depends on "per share" indicators, which are artificially positively impacted by the company's share repurchase programme.
4 To declare a dividend FOR FOR
5 To re-elect as a director, John Barton FOR OPPOSE Concerns over his aggregate time commitments.
6 To elect as a director, Jonathan Bewes
FOR FOR
7 To re-elect as a director, Caroline Goodall
FOR FOR
8 To re-elect as a director, Amanda James
FOR FOR
9 To re-elect as a director, Michael Law FOR FOR
10 To re-elect as a director, Michael Roney
FOR FOR
11 To re-elect as a director, Francis Salway
FOR FOR
12 To re-elect as a director, Jane Shields FOR FOR
13 To re-elect as a director, Dame Dianne Thompson
FOR FOR
14 To re-elect as a director, Lord Wolfson FOR FOR
15 To appoint PricewaterhouseCoopers LLP as auditors and to authorise the directors to determine their
remuneration
FOR FOR
16 To amend the Next Long Term Incentive Plan
FOR OPPOSE Awards are potentially excessive.
73
17 To approve a general authority to the directors to issue shares
FOR FOR
18 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
19 To approve a specific authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
20 To allow the Company to make market purchases of its own shares
FOR OPPOSE The executive variable
remuneration depends on "per share" indicators, which are artificially positively impacted by the proposed share repurchase programme.
21 To allow the Company to off-make market purchases of its own shares
FOR OPPOSE The executive variable
remuneration depends on "per share" indicators, which are artificially positively impacted by the proposed share repurchase programme.
22 To amend the Articles of Association in relation to the borrowing powers of the company
FOR FOR
23 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.
NN Group (AGM) 01.06.2017
Item Item title
Board position
Ethos position
1 Opening NON-VOTING NON-VOTING
2 2016 Annual Report NON-VOTING NON-VOTING
3 Implementation of the remuneration policy during the financial year 2016
NON-VOTING NON-VOTING
4a Proposal to adopt the annual accounts for the financial year 2016
FOR FOR
4b Explanation of the profit retention and distribution policy
NON-VOTING NON-VOTING
4c Proposal to pay out dividend FOR FOR
5a Proposal to release the members of the Executive Board from liability for their respective duties performed during the financial year 2016
FOR FOR
5b Proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2016
FOR FOR
6 Notice of the intended reappointment of Lard Friese as member of the Executive Board
NON-VOTING NON-VOTING
7 Profile of the Supervisory Board NON-VOTING NON-VOTING Supervisory Board composition
-8a Proposal to appoint Robert Ruijter as member of the Supervisory Board
FOR FOR
8b Proposal to appoint Clara Streit as member of the Supervisory Board
FOR FOR
9a Proposal to amend the remuneration for the members of the Supervisory Board
FOR FOR
9b Proposal to approve an increase of the variable remuneration caps in special circumstances
FOR FOR
10 Proposal to amend the articles of association of the Company
FOR FOR
75
11a Proposal to designate the Executive Board as the competent body to resolve on the issuance of ordinary shares and to resolve on the granting of rights to subscribe for ordinary shares
FOR FOR
11b Proposal to designate the Executive Board as the competent body to resolve to limit or exclude pre-emptive rights of shareholders when issuing ordinary shares and granting rights to subscribe for ordinary shares
FOR OPPOSE Authorisation to increase capital (without pre-emptive rights) for potential mergers or acquisitions exceeding guidelines.
12 Proposal to authorise the Executive Board to acquire ordinary shares in the Company’s share capital
FOR FOR
13 Proposal to reduce the issued share capital by cancellation of ordinary shares held by the Company
FOR FOR
14 Any other business and closing NON-VOTING NON-VOTING
Orkla (AGM) 20.04.2017
Item Item title
Board position
Ethos position
1. Opening of the Meeting FOR FOR
2. Adoption of the financial statements, including the allocation of profit
FOR FOR
3.1. Statement on the stipulation of pay and other remuneration
NON-VOTING NON-VOTING
3.2. Advisory vote on the remuneration guidelines
FOR FOR
3.3. Binding vote on remuneration linked to shares or the development of the company's share price
FOR FOR
4. Report on corporate governance NON-VOTING NON-VOTING 5.1. Authorisation to repurchase own
shares (specification)
NON-VOTING NON-VOTING
5.2. Authorisation to repurchase own shares to fulfil obligations under existing employee incentive schemes
FOR FOR
5.3. Authorisation to repurchase own shares for cancellation
FOR FOR
6. Composition of the Board of Directors
-6.1. Election of Stein Erik Hagen to the Board of Directors
FOR FOR
6.2. Election of Grace Reksten Skaugen to the Board of Directors
FOR FOR
6.3. Election of Ingrid Jonasson Blank to the Board of Directors
FOR OPPOSE Concerns over her aggregate time commitments.
6.4. Election of Lisbeth Valther Pallesen to the Board of Directors
FOR FOR
6.5. Election of Lars Dahlgren to the Board of Directors
FOR FOR
6.6. Election of Nils K. Selte to the Board of Directors
FOR FOR
6.7. Election of Listelott Kilaas to the Board of Directors
FOR FOR
77
6.8. Election of Caroline Hagen Kjos as personal deputy member of the Board of Directors
FOR FOR
7.1. Election of the Chairman of the Board of Directors
FOR FOR
7.2. Election of Vice Chairman of the Board of Directors
FOR FOR
8. Election of Nils-Henrik Pettersson to the Nomination Committee
FOR FOR
9.1. Amendment of Article 13 of the Articles of Association
FOR FOR
9.2. Approve Directors' Fees FOR FOR
10. Approve Nomination Committee Fees FOR FOR
11. Determination of fees payable to the auditor
FOR FOR
Persimmon (AGM) 27.04.2017
Item Item title
Board position
Ethos position 1 To approve the financial statements
and the annual report
FOR FOR
2 Approve the remuneration policy FOR OPPOSE Concerns over poor policy disclosure.
3 An advisory vote on the remuneration report
FOR OPPOSE Excessive variable remuneration.
4 To re-elect as a director, Nicholas Wrigley
FOR OPPOSE Chairman of the nomination committee and the board only has 22% women.
5 To re-elect as a director, Jeffrey Fairburn
FOR FOR
6 To re-elect as a director, Michael Killoran
FOR OPPOSE Executive director. The board is not sufficiently independent.
7 To re-elect as a director, David Jenkinson
FOR OPPOSE Executive director. The board is not sufficiently independent.
8 To re-elect as a director, Jonathan Davie
FOR FOR
9 To re-elect as a director, Marion Sears FOR FOR
10 To re-elect as a director, Rachel Kentleton
FOR FOR
11 To re-elect as a director, Nigel Mills FOR OPPOSE Non independent director (business connections with the company). The board is not sufficiently independent.
12 To elect as a director, Simon Litherland
FOR FOR
13 Appoint the auditors and allow the Board to determine their
remuneration.
FOR FOR
14 To approve the 2017 Performance Share Plan
FOR OPPOSE Specific performance targets and criteria are not fully disclosed, preventing shareholders from assessing the link between performance and pay.
79
15 To approve the purchase by Harley Fairburn of Plott 22 Aykley Woods
FOR FOR
16 To approve a general authority to the directors to issue shares
FOR FOR
17 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
18 To approve a specific authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
19 To allow the Company to make market purchases of its own shares
FOR OPPOSE Contrary to best practice, the dividend is not put to the vote.
20 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.