Inhalt
1. Zusammenfassung der analysierten Generalversammlungen 1.1 Zusammenfassung der Ethos Stimmempfehlungen
1.2 Ethos Stimmempfehlungen nach Themenkategorien
1.3 Anteil abgelehnter Anträge nach Themenkategorie und Land
2. Ethos Stimmempfehlungen: Übersicht 3. Stimmberichte pro Unternehmen
Kontakt
Dr. Yola Biedermann, Head of Corporate Governance and Responsible Investment Fanny Ebener, Senior Analyst
Christian Richoz, Senior Investment Manager & Analyst Valérie Roethlisberger, Senior Analyst
Sébastien Dubas, Analyst Romain Perruchoud, Analyst Ethos - Postfach - CH - 1211 Genf 1
T +41 22 716 15 55 - F +41 22 716 15 56 - www.ethosfund.ch
Pictet-European Sustainable Equities
Generalversammlungen von Europäischer Unternehmen
2 2017
® © Ethos, 14.07.2017
Disclairmer
Die meisten Analysen werden in Zusammenarbeit mit den verschiedenen Mitgliedern des Beraternetzes ECGS (Expert Corporate Governance Service) erstellt. Bei ihren Analysen wenden sämtliche ECGS-Mitglieder dieselben allgemeinen „Corporate governance principles“ an. Diese ermöglichen es jedem Mitglied, sowohl die lokalen Besonderheiten unter Einhaltung der fundamentalen Best-Practice-Regeln als auch das Konzept der sozialen Verantwortung der Unternehmen zu berücksichtigen, was wiederum den Ethos Richtlinien zur Ausübung der Stimmrechte entspricht. Ethos führt eine systematische Überprüfung der Stimmrechtsempfehlungen von ECGS durch, um sicherzustellen, dass sämtliche Analysen und
Stimmrechtsempfehlungen den „Ethos Richtlinien zur Ausübung der Stimmrechte“ entsprechen. Die Informationen stammen aus Quellen, die Anlegern und der Öffentlichkeit zugänglich sind (z.B. Geschäftsberichte, Websites der Unternehmen sowie direkte Auskünfte der untersuchten Unternehmen). Obwohl die Angaben mehrfach geprüft wurden, kann ihre Richtigkeit nicht garantiert werden. Ethos lehnt jede Verantwortung für die
1. Zusammenfassung der analysierten Generalversammlungen
Periode: Zweites Quartal 2017
Anzahl ordentliche Generalversammlungen 65
Anzahl ausserordentliche Generalversammlungen 3
Total Generalversammlungen 68
1.1 Zusammenfassung der Ethos Stimmempfehlungen
1.2 Ethos Stimmempfehlungen nach Themenkategorien
In Klammern: Anzahl Anträge
77%
23%
0%
Dafür Dagegen Enthaltungen
82.2%
100.0%
100.0%
66.2%
89.7%
77.9%
85.7%
81.3%
92.3%
98.5%
30.6%
98.6%
0% 25% 50% 75% 100%
Andere Themen (101) Aktionärsanträge (1)
Fusionen / Akquisitionen und Verlagerungen (1) Revisionsstelle (65)
Statutenänderungen (29) Kapitalreduktion (77) Kapitalerhöhung (154) VR-Wahlen (395)
Entlastung der Organe (78) Dividende (67)
Vergütungen (170) Jahresbericht (69)
Von Ethos angenommene Anträge Von Ethos abgelehnte Anträge Enthaltungen
3
Anzahl GV Anzahl Anträge Jahresbericht (69) Vergütungen (170) Dividende (67) Entlastung der Organe (78) VR-Wahlen (395) Kapitalerhöhung (154) Kapitalreduktion (77) Statutenänderungen (29) Revisionsstelle (65) Fusionen / Akquisitionen und Verlagerungen (1) Aktionärsanträge (1) Andere Themen (101) Total (1207)
Denmark 1 17 0% 0% 0% - 25% - 50% 0% 100% - - 0% 24%
Finland 1 13 0% 0% 0% 0% 0% - 0% - 0% - 0% 0% 0%
France 14 307 4% 77% 6% 100% 41% 17% 4% 18% 86% - - 14% 33%
Germany 11 106 0% 100% 0% 6% 17% 0% 0% 0% 50% - - 0% 13%
Ireland 1 26 0% 0% - - 10% 33% 50% 0% 100% - - 25% 23%
Italy 3 29 0% 40% 0% - 50% 25% 33% 0% - - - - 24%
Netherlands 8 108 0% 40% 0% 0% 5% 36% 8% 0% 0% - - - 10%
Norway 2 31 0% 0% - - 8% 0% 0% 0% 0% - - 0% 3%
Spain 2 33 0% 73% 0% 0% 33% 0% 100% - 100% - - 0% 36%
Sweden 4 89 0% 64% 0% 0% 33% - 50% 0% 0% - - 0% 22%
United Kingdom 16 325 0% 86% 0% - 16% 4% 50% 0% 21% 0% - 56% 26%
Switzerland 5 123 0% 75% 0% 20% 9% 0% 0% 0% 40% - - 0% 18%
Total 68 1207 1% 69% 1% 8% 19% 14% 22% 10% 34% 0% 0% 18% 23%
1.3 Anteil abgelehnter Anträge nach Themenkategorie und Land (in Klammern Anzahl Anträge):
2. Ethos Stimmempfehlungen: Übersicht
Unternehmen Land Datum Typ Jahresbericht Vergütungen Dividende Entlastung der Organe VR-Wahlen Kapitalerhöhung Kapitalreduktion Statutenänderungen Revisionsstelle Fusionen / Akquisitionen und Verlagerungen Aktionärsanträge Andere Themen
3i UK 29.06.2017 AGM - - - -
ABB CH 13.04.2017 AGM - - -
Aggreko UK 27.04.2017 AGM - - - -
Akzo Nobel NL 25.04.2017 AGM - - - - - - -
Allianz Group DE 03.05.2017 AGM - - - - - - - -
Assicurazioni Generali IT 27.04.2017 AGM - - - - -
Atlas Copco SE 26.04.2017 AGM - - - -
AXA FR 26.04.2017 AGM - - - - -
Banco Santander ES 07.04.2017 AGM - - - - -
Bank of Ireland IE 28.04.2017 AGM - - - -
BASF DE 12.05.2017 AGM - - - - - -
Beiersdorf DE 20.04.2017 AGM - - - - - - -
BIC FR 10.05.2017 AGM - - - -
Capgemini FR 10.05.2017 AGM - - - -
Christian Dior FR 13.04.2017 AGM - - - - - -
Commerzbank DE 03.05.2017 AGM - - - - - - -
Compass Group UK 07.06.2017 EGM - - - - - - - - -
Continental DE 28.04.2017 AGM - - - - - - - -
Croda International UK 26.04.2017 AGM - - - -
Danone FR 27.04.2017 AGM - - - - -
Deutsche Post DE 28.04.2017 AGM - - - - - - -
Direct Line Insurance Group UK 11.05.2017 AGM - - - -
DnB NO 25.04.2017 AGM - - - - - -
Gemalto FR 18.05.2017 AGM - - - -
Hannover Re DE 10.05.2017 AGM - - - - - - - - - -
Henkel DE 06.04.2017 AGM - - - - - - -
Hugo Boss DE 23.05.2017 AGM - - - - - - - - -
ING Groep NL 08.05.2017 AGM - - - - -
ITV UK 10.05.2017 AGM - - - -
Kering FR 27.04.2017 AGM - - - - -
Kingfisher UK 13.06.2017 AGM - - -
Koninklijke Boskalis Westminster NL 10.05.2017 AGM - - - - - - - -
Koninklijke Vopak NL 19.04.2017 AGM - - - - -
Kühne + Nagel CH 09.05.2017 AGM - - - - -
L'Oréal FR 20.04.2017 AGM - - - -
Michelin FR 19.05.2017 AGM - - - - - -
Mondi UK 11.05.2017 AGM - - - -
Munich Re DE 26.04.2017 AGM - - - - -
Nestlé CH 06.04.2017 AGM - - - - -
Next UK 18.05.2017 AGM - - - -
NN Group NL 01.06.2017 AGM - - - -
Dafür Dagegen E Enthaltungen
- Keine Abstimmung
5
Unternehmen Land Datum Typ Jahresbericht Vergütungen Dividende Entlastung der Organe VR-Wahlen Kapitalerhöhung Kapitalreduktion Statutenänderungen Revisionsstelle Fusionen / Akquisitionen und Verlagerungen Aktionärsanträge Andere Themen Dafür
Dagegen E Enthaltungen
- Keine Abstimmung
Orkla NO 20.04.2017 AGM - - - -
Persimmon UK 27.04.2017 AGM - - - - -
Publicis Groupe FR 31.05.2017 AGM - - -
Reckitt Benckiser UK 04.05.2017 AGM - - - -
Reckitt Benckiser UK 31.05.2017 EGM - - - - - - - - - - -
RELX NV NL 19.04.2017 AGM - - - -
RELX PLC UK 20.04.2017 AGM - - - -
Sampo FI 27.04.2017 AGM - - -
Sanofi FR 10.05.2017 AGM - - -
SAP DE 10.05.2017 AGM - - - - - - - - -
Schneider Electric FR 25.04.2017 AGM - - - -
Scor FR 27.04.2017 AGM - - - -
Skanska SE 04.04.2017 AGM - - - -
Snam S.p.A. IT 11.04.2017 AGM - - - - - - - -
Svenska Cellulosa (SCA) SE 05.04.2017 AGM - - -
Svenska Cellulosa (SCA) SE 17.05.2017 EGM - - - - - - - - -
Swiss Re CH 21.04.2017 AGM - -
Swisscom CH 03.04.2017 AGM - - - - -
Taylor Wimpey UK 27.04.2017 AGM - - - -
UniCredit IT 20.04.2017 AGM - - - - - - - -
Unilever N.V. NL 26.04.2017 AGM - - - - -
Unilever PLC UK 27.04.2017 AGM - - - - -
Vestas Wind Systems DK 06.04.2017 AGM - E - E - -
Vinci FR 20.04.2017 AGM - - - - -
Wolters Kluwer NL 20.04.2017 AGM - - - - - -
WPP UK 07.06.2017 AGM - - - -
Zardoya Otis ES 24.05.2017 AGM - - - - -
3. Stimmberichte pro Unternehmen
3i (AGM) 29.06.2017
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 OPPOSE Excessive variable remuneration.
3 Approve the remuneration policy FOR OPPOSE Potentially excessive awards.
4 To declare a dividend FOR FOR
5 To re-elect as a director, J Asquith FOR FOR 6 To re-elect as a director, C Banszky FOR FOR 7 To re-elect as a director, S Borrows FOR FOR 8 To re-elect as a director, S Daintith FOR FOR 9 To re-elect as a director, P Grosch FOR FOR 10 To re-elect as a director, D Hutchison FOR FOR
11 To re-elect as a director, S Thompson FOR OPPOSE Chairman of the nomination committee and the board only has 25% women.
12 To re-elect as a director, J Wilson FOR FOR 13 To reappoint Ernst & Young LLP as
auditor of the company
FOR OPPOSE Non-audit fees exceed 50% of the audit fees on a three-year
aggregate basis and the auditor's long tenure raises independence concerns.
14 To authorise the directors to determine the remuneration of the auditors
FOR OPPOSE Non-audit fees exceed our
guidelines.
15 To approve political donations FOR FOR
16 To increase the maximum aggregate limit on directors' fees payable
FOR OPPOSE Significant increase in directors fees and no justification provided by the company.
17 To approve a general authority to the directors to issue shares
FOR FOR
7
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 FOR
21 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.
ABB (AGM) 13.04.2017
Item Item title
Board position
Ethos position 1 Approve annual report, financial
statements and accounts
FOR FOR
2 Advisory vote on the remuneration report
FOR OPPOSE The structure of the remuneration is not in line with Ethos'
guidelines.
3 Discharge board members and executive management
FOR OPPOSE On 22 February 2017, ABB
announced that it has uncovered a fraud in a South Korean subsidiary which allowed an employee of the company to steal USD 103 million.
This fraud highlights material weaknesses in ABB's internal controls as confirmed by the 2016 auditors' report. ABB launched an investigation in cooperation with South Korean authorities and Interpol. At this stage, Ethos considers it is too early to grant the discharge.
4 Approve allocation of income and dividend
FOR FOR
5 Reduce share capital via cancellation of shares
FOR FOR
6 Approve renewal of authorised capital FOR FOR
7.1 Binding prospective vote on the total remuneration of the board of directors
FOR FOR
7.2 Binding prospective vote on the total remuneration of the executive management
FOR OPPOSE The information provided is insufficient.
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.
9
8 Elections to the board of directors -
8.1 Re-elect Dr. Matti Alahuhta FOR FOR
8.2 Re-elect Mr. David E. Constable FOR FOR
8.3 Re-elect Mr. Frederico F. Curado FOR OPPOSE He was CEO of Embraer from 2007 to 2016, when serious bribery cases occurred. While Mr.
Curado has not yet been accused of any wrongdoing in legal proceedings, several class actions are still pending.
8.4 Elect Mr. Lars Förberg FOR FOR
8.5 Re-elect Mr. Louis R. Hughes FOR OPPOSE He is the chairman of the audit committee and the company is facing serious problems related to the internal control system.
8.6 Re-elect Mr. David Meline FOR FOR
8.7 Re-elect Mr. Satish Pai FOR FOR
8.8 Re-elect Mr. Jacob Wallenberg FOR FOR
8.9 Re-elect Ms. Ying Yeh FOR FOR
8.10 Re-elect Mr. Peter R. Voser as board member and chairman of the board
FOR FOR
9 Elections to the remuneration committee
-
9.1 Re-elect Mr. David E. Constable to the remuneration committee
FOR FOR
9.2 Re-elect Mr. Frederico F. Curado to the remuneration committee
FOR OPPOSE As Ethos did not support the election of Mr. Curado to the board of directors, he cannot be elected to the committee.
9.3 Re-elect Ms. Ying Yeh to the remuneration committee
FOR FOR
10 Election of the independent proxy FOR FOR
11 Election of the auditors FOR FOR
Aggreko (AGM) 27.04.2017
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 OPPOSE Excessive variable remuneration.
3 Approve the remuneration policy FOR OPPOSE Concerns over introduction of long- term awards that include no forward-looking performance conditions other than continued employment only.
4 To declare a dividend FOR FOR
5 To elect as a director, Barbara Jeremiah
FOR FOR
6 To elect as a director, Miles Roberts FOR FOR
7 To re-elect as a director, Ken Hanna FOR FOR
8 To re-elect as a director, Chris Weston FOR FOR
9 To re-elect as a director, Carole Cran FOR FOR
10 To re-elect as a director, Nicola Brewer
FOR FOR
11 To re-elect as a director, Russell King FOR FOR
12 To re-elect as a director, Uwe Krueger FOR OPPOSE Concerns over her aggregate time commitments.
13 To re-elect as a director, Diana Layfeld FOR FOR
14 To re-elect as a director, Ian Marchant FOR FOR
15 To reappoint KPMG LLP as auditor of the company
FOR FOR
16 To authorise the directors to determine the remuneration of the auditors
FOR FOR
17 To approve a general authority to the directors to issue shares
FOR FOR
11
18 To adopt the 2017 Restricted Share Plan
FOR OPPOSE Accelerated vesting in case of a change in control and no performance conditions attached.
19 To adopt the UK Sharesave Plan 2017 FOR FOR
20 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
21 To approve a specific authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
22 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.
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.
Akzo Nobel (AGM) 25.04.2017
Item Item title
Board position
Ethos position
1 Opening NON-VOTING NON-VOTING
2 Report of the Board of Management for the financial year 2016
NON-VOTING NON-VOTING
3a Discussion on the implementation of the remuneration policy
NON-VOTING NON-VOTING
3b Adoption of the 2016 Financial Statements of the Company
FOR FOR
3c Discussion on the dividend policy NON-VOTING NON-VOTING 3d Profit allocation and adoption of the
dividend proposal
FOR FOR
4a Discharge from liability of members of the Board of Management in office in 2016 for the performance of their duties in 2016
FOR FOR
4b Discharge from liability of members of the Supervisory Board in office in 2016 for the performance of their duties in 2016
FOR FOR
5a Authorization for the Board of Management to issue shares
FOR FOR
5b Authorization for the Board of
Management to restrict or exclude the pre-emptive rights of shareholders
FOR OPPOSE Authorisation to increase capital (without pre-emptive rights) for potential mergers or acquisitions exceeding guidelines.
6 Authorization for the Board of Management to acquire common shares in the share capital of the Company on behalf of the Company
FOR FOR
7 Proposal to reduce the issued share capital by cancelling common shares in the share capital of the Company
FOR FOR
8 Any other business and closing NON-VOTING NON-VOTING
13
Allianz Group (AGM) 03.05.2017
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 Management Board
FOR FOR
4 Approve Discharge of Supervisory Board
FOR FOR
5 Approve an inter-company agreement FOR FOR
6a Elections to the Supervisory Board: Dr.
Helmut Perlet
FOR FOR
6b Elections to the Supervisory Board:
Michael Diekmann
FOR OPPOSE Concerns over his aggregate time commitments.
6c Elections to the Supervisory Board:
Sophie Boissard
FOR OPPOSE Concerns over her aggregate time commitments.
6d Elections to the Supervisory Board:
Christine Bosse
FOR FOR
6e Elections to the Supervisory Board: Dr.
Friedrich Eichiner
FOR FOR
6f Elections to the Supervisory Board:
Herbert Hainer
FOR FOR
6g Elections to the Supervisory Board:
Jim Hagemann Snabe
FOR FOR
Assicurazioni Generali (AGM) 27.04.2017
Item Item title
Board position
Ethos position 1 Approval of the Financial Statements
as at 31 December 2016
FOR FOR
2 Allocation of profits of the year 2016 and distribution of dividends
FOR FOR
3 Appointment of the Board of Statutory Auditors
NON-VOTING NON-VOTING
3.1 Slate of nominees submitted by Mediobanca SpA
WITHHOLD FOR The proposed slate is considered independent.
3.2 Slate of nominees submitted by a group of institutional investors
WITHHOLD WITHHOLD
4 Determination of fees for the members of the Board of Statutory Auditors
FOR FOR
5 Remuneration policy FOR OPPOSE Excessive variable remuneration
(650% of base salary).
6 Adoption of Long-Term Incentive Plan 2017
FOR FOR
7 Authorization for the purchase and disposal of own shares for the purposes of incentive plans
FOR FOR
8 (EGM) Authorization to increase the share capital for the purpose of LTIP 2017
FOR FOR
9 Adoption of the special share plan for the Group CEO
FOR OPPOSE Excessive remuneration.
10 Authorization for the purchase and disposal of own shares for the purposes of the special share plan for the Group CEO
FOR OPPOSE Related to ITEM 9 that we
oppose.
11 (EGM) Authorization to increase the share capital for the purpose of the special share plan for the Group CEO
FOR OPPOSE Related to ITEM 9 that we
oppose.
12 (EGM) Amendment of Art. 7.2 of the Bylaws on the keeping of company books
FOR FOR
15
13 (EGM) Amendment of Art. 9 of the Bylaws on the update of Equity items for the Life section and the Non-Life section
FOR FOR
14 (EGM) Amendment of Art. 28.2 of the Bylaws on the effects of the loss of the Directors' independence requirements
FOR FOR
15 (EGM) Amendment of Art. 32.2 of the Bylaws on the approval of the periodic financial information
FOR FOR
Atlas Copco (AGM) 26.04.2017
Item Item title
Board position
Ethos position 1. Opening of the Meeting and election
of Chairman
FOR FOR
2. Preparation and approval of the voting register
FOR FOR
3. Approval of the agenda FOR FOR
4. Election of persons to verify the minutes of the Meeting
FOR FOR
5. Determination whether the Meeting has been duly convened
FOR FOR
6. Presentation of the (consolidated) annual report and the (consolidated) auditor’s report
NON-VOTING NON-VOTING
7. Address by the CEO NON-VOTING NON-VOTING
8a. Adoption of the financial statements FOR FOR
8b. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
FOR FOR
8c. Approve allocation of income and dividend
FOR FOR
8d. Decision on the record date for receiving dividend
FOR FOR
9a. Resolution on the number of shareholder-elected members of the Board of Directors
FOR FOR
9b. Resolution on the number of auditors FOR FOR
10a. Election of the Board of Directors FOR OPPOSE The board is not sufficiently independent in our view and the proposed slate would not improve the level of independence.
10b. Election of the Chairman of the Board of Directors
FOR OPPOSE Concerns over his aggregate time commitments.
10c. Election of the auditors FOR FOR
17
11a. Approve Directors' Fees FOR OPPOSE Non-executives receive synthetic shares that we consider a speculative and volatile instrument of remuneration.
11b. Approve Auditors' Fees FOR FOR
12a. Approve executive remuneration guidelines
FOR OPPOSE Specific performance targets and criteria are not fully disclosed, preventing shareholders from assessing the link between performance and pay.
12b. Approve LT incentive plan FOR OPPOSE We do not consider the
performance period for the long- term incentive plan to be long enough.
13a. Authorisation to repurchase own shares in connection with the 2017 LT incentive plan
FOR OPPOSE Related to article 12b, which we do not support.
13b. Authorisation to repurchase own shares in connection with the compensation of the Board of Directors in the form of synthetic shares
FOR OPPOSE Related to article 12b, which we do not support.
13c. Authorisation to transfer shares in connection with the 2017 LT incentive plan
FOR OPPOSE Related to article 12b, which we do not support.
13d. Authorisation to sell shares to cover costs related to the grant of synthetic shares to members of the Board of Directors
FOR OPPOSE Related to ITEM 11(a) which we do not support.
13e. Authorisation to sell shares to cover costs in connection with earlier approved incentive plans
FOR FOR
14. Closing of the meeting NON-VOTING NON-VOTING
AXA (AGM) 26.04.2017
Item Item title
Board position
Ethos position 1 To approve the parent company's
financial statements
FOR FOR
2 To approve the consolidated accounts FOR FOR
3 To approve the allocation of income and the dividend payment
FOR FOR
4 Advisory "Say on Pay" vote on the individual remuneration of Henri de Castries, Chairman-CEO to August 31st, 2016
FOR OPPOSE Concerns over the pension
allowance which exceeds guidelines.
5 Advisory "Say on Pay" vote on the individual remuneration of Denis Duverne, Deputy CEO to August 31st, 2016
FOR OPPOSE Excessive remuneration.
6 Advisory "Say on Pay" vote on the individual remuneration of Denis Duverne, Chairman of the Board from the 1st of September, 2016
FOR OPPOSE Excessive remuneration.
7 Advisory "Say on Pay" vote on the individual remuneration of Thomas Buberl, CEO from the 1st of September, 2016
FOR OPPOSE Excessive base salary and the link between pay and performance is not demonstrated.
8 To approve the remuneration policy for the Chairman of the Board
FOR OPPOSE Excessive remuneration.
9 To approve the remuneration policy for the CEO
FOR OPPOSE Excessive base salary and shares can be granted even in case of poor performance.
10 Statement of related-party
agreements reported in the Statutory Auditor’s Special Report on Regulated Agreements and Commitments with Related Parties
FOR FOR
11 Statement of related-party agreements, related to Thomas Buberl's social security, reported in the Statutory Auditor’s Special Report on Regulated Agreements and Commitments with Related Parties
FOR OPPOSE Details of the new CEO's social benefits are not disclosed.
19
12 To approve severance agreement referred to in the Statutory Auditor's Special Report and granted to Thomas Buberl
FOR OPPOSE Concerns over the severance payments which are considered excessive.
Board main features -
13 Re-election of Deanna Oppenheimer as a Director for 4 years
FOR FOR
14 Re-election of Ramon de Oliveira as a Director for 4 years
FOR FOR
15 To ratify the co-optation of Thomas Buberl as a Director for 1 year
FOR FOR
16 To ratify the co-optation of André François-Poncet as a Director for 1 year
FOR FOR
17 To approve a treasury share buy-back and disposal programme
FOR FOR
18 To authorise capital increases by transfer of reserves
FOR FOR
19 To authorise the Board to issue shares or other securities giving access to shares with pre-emptive rights
FOR FOR
20 Global allowance to issue capital related securities without pre-emptive rights by public issuance
FOR FOR
21 Global allowance to issue capital related securities without pre-emptive rights through private placement
FOR FOR
22 To depart from the legal rules defining the maximum discount for capital increase without pre-emptive rights
FOR FOR
23 To approve issues of shares or other capital related securities as a payment for any public exchange offer
FOR FOR
24 Delegation to issue shares and capital securities as consideration for contributions in kind made to the company
FOR FOR
25 To approve issuance of securities by subsidiaries offering access to the parent company's capital
FOR FOR
26 To approve issuance by subsidiaries of securities offering access to the company's capital stock with pre- emptive rights
FOR FOR
27 To authorise capital increases related to an all-employee share ownership plan
FOR FOR
28 To authorise capital increases related to an employee of foreign subsidiaries share ownership plan
FOR FOR
29 To authorise allocation of options (new or existing shares)
FOR FOR
30 To authorise a potential reduction in the company's share capital
FOR FOR
31 Delegation of powers for the completion of formalities
FOR FOR
21
Banco Santander (AGM) 07.04.2017
Item Item title
Board position
Ethos position 1.A Approval of the annual accounts of
Banco Santander SA and its consolidated Group with respect to the Financial Year ended 31 December 2016
FOR FOR
1.B Approval of the corporate
management for Financial Year 2016
FOR FOR
2 Application of results obtained during Financial Year 2016
FOR FOR
3.A Ratification of appointment of Ms.
Homaira Akbari as independent Director
FOR FOR
3.B Re-election of Mr. José Antonio Álvarez Álvarez as executive Director
FOR FOR
3.C Re-election of Ms. Belén Romana García as independent Director
FOR FOR
3.D Re-election of Ms. Ana Patricia Botín- Sanz de Sautuola y O’Shea as executive Director
FOR OPPOSE Executive chairman on a board that has too many executives and non-independent members.
3.E Re-election of Mr. Rodrigo Echenique Gordillo as executive Director
FOR OPPOSE Executive director on a board that has too many executives and non- independent members.
3.F Re-election of Ms. Esther Giménez- Salinas i Colomer as independent Director
FOR FOR
4 Delegation to the Board of Directors of the power to decide all terms and conditions of a share capital increase of up to maximum € 500 million
FOR FOR
5 Authorisation to increase the share capital by up to 50% of the share capital, conferring authority to exclude pre-emptive rights in connection with no more than 20% of the Bank's share capital
FOR FOR
6 Share capital increase with a charge to reserves under the "Santander Scrip Dividend" program
FOR FOR
7 Delegation to the Board of the power to issue fixed-income securities, preferred interests or debt
instruments that are not convertible into shares
FOR FOR
8 Binding vote on Directors' remuneration policy
FOR OPPOSE Concerns over the excesssive remuneration and pension allowance which exceeds guidelines.
9 Approval of the maximum amount of total annual remuneration of Directors in their capacity as such
FOR OPPOSE Egregious remuneration without justification provided by the company.
10 Approval of the maximum ratio between fixed and variable
components of the remuneration of executive directors and other employees
FOR OPPOSE Awards will be excessive due to egregious base salary on which the maximum variable
remuneration (200% of base salary) is based.
11.A Approval of the delivery of shares under the Deferred Multiyear Objectives Variable Remuneration Plan
FOR FOR
11.B Approval of the delivery of shares under the Deferred and Conditional Variable Remuneration Plan
FOR FOR
11.C Application of Santander Group's buy- out policy
FOR OPPOSE Concerns over the absence of a cap on variable pay.
11.D Plan for employees of Santander UK plc and other companies of the Group in the United Kingdom by means of options on shares of the Bank
FOR FOR
12 Delegation of powers for the completion of formalities
FOR FOR
13 Advisory vote on the Annual Report on Directors' remuneration
FOR OPPOSE Excessive remuneration and
concerns over the pension allowance which exceeds guidelines.
23
Bank of Ireland (AGM) 28.04.2017
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
Christian Dior (AGM) 13.04.2017
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 OPPOSE Concerns over one or more
related party agreements that are not in the interests of
shareholders.
4 To approve the allocation of income and the dividend payment
FOR FOR
Board main features -
5 Re-election of Bernard Arnault as a director for a 3 years term of Bernard Arnault as a Managing Director
FOR OPPOSE Non-independent director
(significant link to an important shareholder). The independence of the board is not sufficient.
6 Re-election of Sidney Toledano as a director for a 3 years term of Sidney Toledano as a Managing Director
FOR FOR
7 Election of Luisa Loro Piana as a director for a 3 years term of Maria Luisa Loro Piana as a Director
FOR OPPOSE Executive director. The board is not sufficiently independent.
8 Election of Pierre Godé as censor for a 3 years term
FOR OPPOSE Election of non-voting directors is not in shareholders' interests as they can be used to circumvent limitations on multi-directorships or on a maximum number of directors.
9 Advisory "Say on Pay" vote on the individual remuneration of Bernard Arnault, Chairman of the Board of Directors
FOR OPPOSE Excessive remuneration and
specific performance targets and criteria are not fully disclosed, preventing shareholders from assessing the link between performance and pay.
10 Advisory "Say on Pay" vote on the individual remuneration of Sidney Toledano, CEO
FOR OPPOSE Specific performance targets and criteria are not fully disclosed, preventing shareholders from assessing the link between performance and pay and we do not consider the performance period to be long enough.
11 Approval of the remuneration policy of Executives Directors for fiscal year 2017
FOR OPPOSE Specific performance targets and criteria are not fully disclosed, preventing shareholders from assessing the link between performance and pay.
12 Modification of Articles 4, 17 and 21 of the company's bylaws regarding the headquarters general meetings and extraordinary meetings
FOR OPPOSE Multiple voting rights are not in the best interest of shareholders, as they create a disproportionate control of one group of
shareholders regardless of their participation in the company's equity.
13 Amendment of the company's bylaws in order to conform to changes in the law
FOR FOR
33
Commerzbank (AGM) 03.05.2017
Item Item title
Board position
Ethos position
1 Receive the Annual Report NON-VOTING NON-VOTING
2 Approve the use of any distributable profits
FOR FOR
3 Approve Discharge of Management Board
FOR FOR
4 Approve Discharge of Supervisory Board
FOR FOR
5 Appoint the Auditors FOR OPPOSE Non-audit fees exceed the audit
fees for the year under review and 50% of the audit fees on a three- year aggregate basis, which raises concerns over the auditor's independence.
6 Appoint the Auditors for the audit review of the interim financial report for the first quarter of the financial year 2018
FOR FOR
7 Appoint the Auditors for the audit review of the interim financial report for further interim reports of the financial year 2018
FOR FOR
8a Elections to the Supervisory Board: Dr.
Tobias Guldimann
FOR FOR
8b Elections to the Supervisory Board (substitute member): Dr. Roger Müller
FOR FOR
9 Amend Articles: shortening the period for calling an EGM in exceptional cases
FOR FOR
Compass Group (EGM) 07.06.2017
Item Item title
Board position
Ethos position 1 To approve the payment of an interim
dividend and sub division of shares pursuant to the admission of new ordinary shares
FOR FOR
2 To approve a general authority to the directors to issue shares
FOR FOR
3 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
4 To approve a specific authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
5 To allow the Company to make market purchases of its own shares
FOR FOR
35
Continental (AGM) 28.04.2017
Item Item title
Board position
Ethos position
1 Receive the Annual Report NON-VOTING NON-VOTING
2 Approve the Dividend FOR FOR
3.1 Approve Discharge of Management Board member Dr. Degenhart (CEO)
FOR FOR
3.2 Approve Discharge of Management Board member José A. Avila
FOR FOR
3.3 Approve Discharge of Management Board member Dr. Ralf Cramer
FOR FOR
3.4 Approve Discharge of Management Board member Hans-Jürgen Duensing
FOR FOR
3.5 Approve Discharge of Management Board member Frank Jourdan
FOR FOR
3.6 Approve Discharge of Management Board member Helmut Matschi
FOR FOR
3.7 Approve Discharge of Management Board member Dr. Ariane Reinhart
FOR FOR
3.8 Approve Discharge of Management Board member Wolfgang Schäfer
FOR FOR
3.9 Approve Discharge of Management Board member Nikolai Setzer
FOR FOR
4.1 Approve Discharge of Supervisory Board member Prof. Dr.-Ing. Wolfgang Reitzle (Chairman)
FOR FOR
4.2 Approve Discharge of Supervisory Board member Dr. Gunter Dunkel
FOR FOR
4.3 Approve Discharge of Supervisory Board member Hans Fischl
FOR FOR
4.4 Approve Discharge of Supervisory Board member Prof. Dr.-Ing. Peter Gutzmer
FOR OPPOSE Concerns over his attendance rate, which was below 75%
during the year under review.
4.5 Approve Discharge of Supervisory Board member Peter Hausmann
FOR FOR
4.6 Approve Discharge of Supervisory Board member Michael Iglhaut
FOR FOR
4.7 Approve Discharge of Supervisory Board member Prof. Dr. Klaus Mangold
FOR FOR
4.8 Approve Discharge of Supervisory Board member Hartmut Meine
FOR FOR
4.9 Approve Discharge of Supervisory Board member Sabine Neuß
FOR FOR
4.10 Approve Discharge of Supervisory Board member Prof. Dr. Rolf Nonnenmacher
FOR FOR
4.11 Approve Discharge of Supervisory Board member Dirk Nordmann
FOR FOR
4.12 Approve Discharge of Supervisory Board member Klaus Rosenfeld
FOR FOR
4.13 Approve Discharge of Supervisory Board member Georg F. W. Schaeffler
FOR FOR
4.14 Approve Discharge of Supervisory Board member Maria-Elisabeth Schaeffler-Thumann
FOR OPPOSE Concerns over her attendance rate, which was below 75%
during the year under review.
4.15 Approve Discharge of Supervisory Board member Jörg Schönfelder
FOR FOR
4.16 Approve Discharge of Supervisory Board member Stefan Scholz
FOR FOR
4.17 Approve Discharge of Supervisory Board member Kirsten Vörkel
FOR FOR
4.18 Approve Discharge of Supervisory Board member Elke Volkmann
FOR OPPOSE Concerns over her attendance rate, which was below 75%
during the year under review.
4.19 Approve Discharge of Supervisory Board member Erwin Wörle
FOR FOR
4.20 Approve Discharge of Supervisory Board member Prof. KR Ing. Siegfried Wolf
FOR FOR
5 Appoint the Auditors FOR OPPOSE The auditor's long tenure raises
independence concerns.
37
6 Approve Remuneration System of the Management Board members
FOR OPPOSE Awards are potentially excessive.
Croda International (AGM) 26.04.2017
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 No specific performance targets and criteria are disclosed for the bonus, preventing shareholders from assessing the link between performance and pay.
3 An advisory vote on the remuneration report
FOR OPPOSE The potential variable
remuneration largely exceeds our guidelines.
4 To declare a dividend FOR FOR
5 To re-elect as a director, A Ferguson FOR FOR
6 To re-elect as a director, S Foots FOR OPPOSE CEO is a member of the nomination committee.
7 To re-elect as a director, A Frew FOR OPPOSE Chairwoman of the nomination committee and the board only has 25% women.
8 To re-elect as a director, H Ganczakowski
FOR FOR
9 To re-elect as a director, K Layden FOR OPPOSE Executive director. The board is not sufficiently independent.
10 To re-elect as a director, J Maiden FOR OPPOSE Executive director. The board is not sufficiently independent.
11 To re-elect as a director, P Turner FOR FOR
12 To re-elect as a director, S Williams FOR OPPOSE Non independent director (provides consultancy services to the company). The board is not sufficiently independent.
13 To reappoint PricewaterhouseCoopers LLP as auditor of the company
FOR OPPOSE The auditor's long tenure (since 1970) raises independence concerns.
14 To authorise the directors to determine the remuneration of the auditors
FOR FOR
15 To approve political donations FOR FOR
16 To approve a general authority to the directors to issue shares
FOR FOR
39
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 The executive variable
remuneration depends on "per share" indicators, which are artificially positively impacted by the proposed share repurchase programme.
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.
Danone (AGM) 27.04.2017
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 the dividend reinvestment plan (option for scrip dividend)
FOR FOR
Board main features -
5 Re-election of Gaëlle Olivier as a Director for a 3 year term
FOR FOR
6 Re-election of Isabelle Seillier as a Director for a 3 year term
FOR OPPOSE Non independent director
(representative of an important local financial institution). The board is not sufficiently independent.
7 Re-election of Jean-Michel Severino as a Director for a 3 year term
FOR FOR
8 Re-election of Lionel Zinsou-Derlin as a Director for a 3 year term
FOR FOR
9 Election of Gregg Engles as a Director for a 3 year term
FOR OPPOSE Non independent director
(representative of an important local financial institution). The board is not sufficiently independent.
10 Approval of the related party transaction between the Company and J. P. Morgan
FOR FOR
11 Advisory "Say on Pay" vote on the 2016 individual remuneration of Franck Riboud, Chairman of the Board of Directors
FOR OPPOSE Excessive remuneration.
12 Advisory "Say on Pay" vote on the 2016 individual remuneration of Emmanuel Faber, CEO
FOR FOR
13 Approval of the 2017 remuneration policy of the Chairman of the Board of Directors (Franck Riboud)
FOR OPPOSE Excessive remuneration.
41
14 Approval of the 2017 remuneration policy of the CEO (Emmanuel Faber)
FOR FOR
15 To approve a treasury share buy-back and disposal programme
FOR FOR
16 Global allowance to issue capital related securities with pre-emptive rights
FOR FOR
17 Global allowance to issue capital related securities without pre-emptive rights by public issuance
FOR FOR
18 Authority to increase capital in case of oversubscription (Greenshoe)
FOR OPPOSE Additional potential dilution which is not in shareholders' interests.
19 To approve issues of shares or other capital related securities as a payment for any public exchange offer
FOR FOR
20 Delegation to issue shares and capital securities as consideration for contributions in kind
FOR FOR
21 To authorise capital increases through capitalisations
FOR FOR
22 Authority to increase capital related to an Employee Stock Ownership Plan (ESOPs)
FOR FOR
23 Authority to issue restricted shares for employees and/or executive directors
FOR FOR
24 To authorise a potential reduction in the company's share capital
FOR FOR
25 Delegation of powers for the completion of formalities
FOR FOR
Deutsche Post (AGM) 28.04.2017
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 OPPOSE The auditor's long tenure raises
independence concerns.
6 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
7 Authorisation to issue convertible bonds and bonds with warrants, cancellation of existing and creation of new Conditional Capital 2017 as well as related amendments to the Articles of Association
FOR FOR
8 Authorise Share Repurchase FOR FOR
9 Authorise Share Repurchase by use of Equity Derivatives
FOR FOR
43
Direct Line Insurance Group (AGM) 11.05.2017
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
3 Approve the remuneration policy FOR OPPOSE Insufficient disclosure to determine whether the performance targets are sufficiently challenging.
4 To declare a dividend FOR FOR
5 To re-elect as a director, Mike Biggs FOR FOR
6 To re-elect as a director, Paul Geddes FOR FOR
7 To elect as a director, Danuta Gray FOR FOR 8 To re-elect as a director, Jane Hanson FOR FOR
9 To elect as a director, Mike Holliday- Williams
FOR FOR
10 To re-elect as a director, Sebastian James
FOR FOR
11 To re-elect as a director, Andrew Palmer
FOR FOR
12 To re-elect as a director, John Reizenstein
FOR FOR
13 To re-elect as a director, Clare Thompson
FOR FOR
14 To re-elect as a director, Richard Ward FOR FOR
15 To reappoint Deloitte LLP as auditor of the company
FOR OPPOSE The auditor's long tenure raises independence concerns.
16 To authorise the directors to determine the remuneration of the auditors
FOR FOR
17 To approve political donations FOR FOR
18 To approve a general authority to the directors to issue shares
FOR FOR
19 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
20 To approve a specific authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
21 To allow the Company to make market purchases of its own shares
FOR FOR
22 To approve a general authority to the directors to issue shares in relation to an issue of Solvency II Compliant Restricted Tier 1 Capital Instruments
FOR OPPOSE Excessive potential dilution.
23 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash in relation to an issue of Solvency II Compliant Restricted Tier 1 Capital Instruments
FOR OPPOSE Excessive potential dilution.
24 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.
45
DnB (AGM) 25.04.2017
Item Item title
Board position
Ethos position 1. Opening of the Meeting and election
of a person to chair the Meeting
NON-VOTING NON-VOTING
2. Approval of the notice and the agenda FOR FOR
3. Election of (a) person(s) to verify the minutes of the Meeting
FOR FOR
4. Adoption of the financial statements, including the allocation of profit
FOR FOR
5a. Advisory vote on the remuneration guidelines
FOR FOR
5b. Binding vote on remuneration linked to shares or the development of the company's share price
FOR FOR
6. Report on corporate governance FOR FOR
7. Resolution on the remuneration of the auditor
FOR FOR
8. Authorisation to repurchase own shares
FOR FOR
9. Election of the Board of Directors FOR FOR
10. Approve Directors' Fees FOR FOR