Exercise of voting rights by asset management companies in

Transcription

Exercise of voting rights
by asset management companies in 2014
Vote effectively to manage efficiently
March 2015
Economics and Research Department
C. Pardo – T. Valli
2
AFG
C. Pardo / T. Valli – Service Economie-Recherche
Mars 2015
3
Exercise of voting rights by asset management companies in 2014
Voting at shareholder meetings is a way for asset managers and their institutional investor and retail
clients to play a part in overseeing and improving corporate governance. This, in turn, helps to build
shareholder value while protecting the managers’ portfolio investments. To exercise their rights in full,
managers have to keep a close eye on the quality and the relevance of the information provided by
issuers, and to monitor issuers’ behaviour in general. Shareholders’ ability to exert influence, and thus
that of their representatives the management companies, increases when general meetings uphold the
“one share, one vote” principle of shareholder equality. Defending this principle has been a major theme
of AFG’s recommendations since 1997.
The survey had several main findings:
 International scope and increase in the number of participations to general meetings
o
Overall, there was a 3% increase in the number of meetings attended, including a 12%
increase for meetings in the European Union.
o
Reflecting portfolio diversification, general meetings of foreign issuers now account for
four-fifths of meetings’ participations by asset management companies.
 Voting practices point to stronger engagement by asset managers
o
Asset management companies rejected one-fifth of proposed resolutions.
o
They casted at least one “no” vote at more than 75% of French general meetings, and at 60%
of foreign general meetings, where the scope of resolutions is narrower.
 General meetings highlight gaps between issuers’ strategies and management companies’
voting policies
o
Remuneration policies were largely disputed by asset management companies: overall, they
voted “no” on 40% of proposed resolutions.
o
Corporate finance transactions and anti-takeover mechanisms were also opposition topics,
with respectively 26% and 21% of resolutions rejected.
 Broader dialogue and a more favourable assessment of issuer governance
o
The majority of asset management companies feel that the quality of dialogue on governance
is improving, particularly with French issuers.
o
Management companies have a rather favourable view of the quality of issuer governance
and the abilities of senior executives. They continue to criticise the lack of transparency, in
certain cases, regarding the criteria awarding stock options and bonus shares.
AFG
Mars 2015
4
AFG
Mars 2015
5
The AFG surveyed its members in early 2015 about their voting at general meetings of shareholders
(GMs) held in 20141. A description of the sample of participating companies is followed by the findings
of this thirteenth edition, which essentially concerns participation by management companies in voting at
GMs (first section), and management companies’ assessment of the quality of issuer governance and
their dialogue with issuers (second section).
A representative sample which shows strongly voting by asset managers
The 2014 survey findings are based on answers given by 58 asset management companies to 51 sets of
questionnaire2. The sample of participating asset managers (see list at the end of this report) is extremely
representative, given its size and the diverse range of firms covered. It includes the top ten management
companies (Mancos), 17 of the top 20, and 38 of the leading 50 firms. The sample consists of
mainstream managers that are subsidiaries of banking groups, insurers and mutual insurance companies,
as well as specialised subsidiaries and boutique or entrepreneurial firms3.
Together, the Mancos of the sample manage a combined €360 billion in listed equities (French and
foreign, through investment funds or discretionary mandates). Of these, French equities make up 35% of
assets, and EU equities, 41%. This outcome is consistent with the positive bias in favour of local issuers
that we see in equity portfolio allocation4.
In terms of the distribution of equities with respect to which votes were actually casted (worth a total
€260 billion), French equities make up 39% of the total, compared with 43% and 18% for EU and nonEU equities respectively.
Estim ated volum e of equities m anaged and effective scope of voting
Total reported
o/w share of equities issued
All nationalities
combined
€ billion
In France
In the EU*
Non-EU
Equities managed
360
35%
41%
24%
100%
Equities w ith respect to w hich
votes w ere actually cast
260
39%
43%
18%
100%
* Excluding France
These levels of holdings give asset managers, on an aggregate level, a major role in companies’ share
capital and hint at the influence that Mancos can exert over issuers in terms of governance, in particular
by exercising voting rights and engaging into dialogue. In this respect, asset management can impact
both company behaviour and asset quality over the medium-long term, thus raising the performance of
investors’ and savers’ investments.
Overall, asset management companies exercise their voting rights up to 70% of the listed equities in their
portfolios. Among French equities, the proportion is higher (80%), while among EU and non-EU equities
it is lower, respectively 75% and 50% of managed assets. These differences probably stem from factors
related to the concentration of shares and the number of securities available on these markets, meaning
that voting requires greater resources and is more costly.
1
This document is a translation from the French text of the survey, the only one that is deemed authentic.
Some groups centralise voting with one entity that represents several management companies.
3
Some categories of Mancos, including index fund, quantitative and multi-manager specialists, do not vote in meetings because of the way their
voting policy is defined or because of their specific investment management techniques. For this reason, they are excluded from the survey.
4
Cahier de la gestion no. 4, “Financement de l’économie par les gestions françaises : ou comment les émetteurs domestiques bénéficient d’une
gestion développée” (available at www.afg.asso.fr).
2
AFG
Mars 2015
6
Representativeness of effective scope of voting
o/w share of equities (issuers)
Overall
Share of equities w ith respect to
w hich votes w ere actually cast*
72%
France
EU**
Non-EU
80%
75%
53%
* In some cases, asset managers may not receive from clients authorisation to vote.
** Excluding France
In all, one-half of total respondents – 26 out of 51 – took part in more than 100 GMs, with seven
attending more than 500 meetings.
Breakdow n of asset m anagers by num ber of GMs attended
Number of asset managers
attending
Issuer nationality
France
over 500 GMs
EU**
Non-EU**
All nationalities
combined
5
5
7
betw een 100 and 499 GMs
14
9
3
19
29
15
5
20
8
6
5
5
Total asset m anagers
51
35
18
51
* Ow ing to the number of listed French companies, no asset manager participated in more than 500 GMs.
** Excluding France
While every asset manager in the sample participated at least to one GM of a French issuer, 70% voted in
the meetings of EU issuers, and 35% of respondents voted in non-EU meetings (18 out of 51). In all,
asset management companies in the sample participated to 19,180 GMs in 2014, including 3,808 held by
French issuers, 6,775 by EU issuers, and 8,597 outside the EU.
When all issuer nationalities are taken into account, meeting attendance is highly concentrated. Thus, the
top three asset managers account for over one-half of all meetings attended (51%), while the top ten
account for four-fifths. The level of concentration increases in proportion to the geographical distance of
issuers: the top 20 asset management companies account for 75% of attendance at GMs of French
issuers, while the percentage is even higher for the top ten asset managers among EU issuers, and nearly
as high for the top three asset managers among non-EU issuers. This phenomenon is closely linked to the
size of the asset managers and their international presence.
Concentration of GM's attendance by issuer nationality
Issuer nationality
France
EU**
Non-EU**
All nationalities
combined
Top 3 asset managers*
20%
44%
72%
51%
Top 4 to 10 asset managers
29%
36%
26%
29%
Top 11 to 20 asset managers
26%
15%
2%
11%
Follow ing asset managers
25%
4%
0,1%
9%
Total GMs attended (%)
100%
100%
100%
100%
Number of GMs attended
3 808
6 775
8 597
19 180
Distribution of GM
20%
35%
45%
100%
Total GMs attended
* By number of GMs attended
** Excluding France
AFG
Mars 2015
7
First chapter: French asset managers increasingly involved in GM voting
This chapter reports on the number of GMs participations (section 1.1), then it analyses the structure of
votes based on the geographic origin of the issuer, paying particular attention to votes against (1.2). It
also closely examines the governance topics and issuer strategies that drew dissenting votes (1.3). These
last two sections highlight national differences in terms of shareholder rights.
1.1 International scope and an increase in the number of participations to GMs
Mancos in the sample participated to 19,180 GMs in 2014, a 3% increase.

In 2014, the increase was mainly due to growing attendance of EU issuers’ GMs (+12%), which
shows that in certain markets this practice is becoming standard for all shares in the portfolio. In
France, on the other hand, the number of GMs attended has been stable for several years because it is
now standard practice to attend the meetings of issuers in home countries. As for voting outside the
EU, this year’s 3% drop was largely due to asset managers consolidating the scope of their voting
after a strong and steady increase in recent years. Certain Mancos recalibrated their portfolios,
reducing the number of holdings.
Evolution of the num ber of GMs attended
(Estimates on like-for-like basis)
Issuer nationality
By total GMs attended
France
EU*
Non-EU
Total
2014
+1%
+12%
-3%
+3%
2013
-1%
+14%
+45%
+23%
2012
-5%
+8%
+22%
+10%
* Excluding France

On a like-for-like basis, the majority (56%) of asset management companies in the sample stepped
up their participation in GMs. Specifically, 57% of asset management companies attended more
GMs held by EU issuers. These patterns reflect a continued push among some asset managers to
expand the scope of their voting (particularly to include issuers outside France), often leading them
to strengthen the teams in charge of these matters and/or to improve their organisation.
Share of asset m anagers that increased the num ber of GMs attended
(Estimates on like-for-like basis)
Issuer nationality
By number of asset managers
2014
AFG
France
EU
Non-EU
Total
56%
57%
47%
56%
Mars 2015
8


The increase in the number of Mancos attending meetings, and the volume of their participation, is a
good indicator of their engagement and the commitment of the institutional investors they represent5.
In fact, the trends we have noted have been driven by a combination of factors:
-
a more proactive campaign on corporate governance by the asset management industry, with the
publication of regularly updated corporate governance recommendations and the existence of a
monitoring programme designed to alert Mancos about resolutions that are inconsistent with the
recommendations;
-
a spotlight on efforts by asset management companies to build a more professional approach,
which has included reinforcing the teams in charge of governance issues;
-
development of IT tools and services by proxy providers, platforms and depositories to make it
easier to obtain information and exercise the vote;
-
greater awareness of and reliance on environmental, social and governance criteria when voting
and engaging in dialogue with issuers;
-
substantial increase in the marketing of products and services provided by French asset
management companies to non-resident investors, who encourage and may even require more
consequent voting activity.
Despite notable progress, barriers remain, notably in Europe6, that can to some extent be blocking.
Apart from specific national and/or regulatory requirements (power of attorney, registration of
shares, etc.), these difficulties are not systematic, but rather depend on limiting or blocking practices
specific to certain issuers at every stage of the voting process. For example: shares with multiple
voting rights that dilute the weight of asset managers’ votes, blockage of shares not held in
segregated accounts, substantially different deadlines for receiving voting slips and/or voting
imposed by certain custodians; low level of preliminary information delivered by the issuers and/or
organisation of general meetings (non-standardised specific ballots, blockage of shares, etc.); and so
on. The survey feedback identified these rather occasional practices as barriers to the effective
exercise of voting rights and highlighted the related costs.
1.2. GM: clash between issuer strategies and asset manager voting policies
The distribution of votes and a detailed understanding of the proportion of “no” votes offer insights into
the voting behaviour of management companies, both for their own account and on behalf of their
clients.

The left-hand column in the table below summarises the main topics of resolutions put to GMs.
These range from governance to corporate finance transactions and approval of the financial
statements. The order in which topics are ranked varies according to where issuers are located. In the
case of EU/non-EU corporates, the average number of resolutions per meeting on the appointment of
board members is two to three times higher than in France. In some English-speaking countries,
directors are reappointed every year, resulting in many votes on this issue.
5
Under discretionary management mandates, institutional investors can delegate voting to asset managers on a case-by-case basis and
irrespective of the size of the mandate. Because of their own commitments, they are expressing more and more interest in voting, and
particularly in the content of resolutions.
6
These obstacles seem to be in contradiction with the spirit of the 2007 “shareholder rights” directive.
AFG
Mars 2015
9
Distribution of votes by resolution topic
Distribution of votes
France
EU*
Non-EU
All issuers
combined
23%
43%
63%
47%
3%
8%
6%
6%
5%
5%
4%
5%
6%
3%
2%
3%
4%
3%
1%
3%
22%
12%
5%
11%
16%
9%
7%
10%
20%
15%
8%
13%
0,6%
1%
3%
2%
100%
100%
100%
100%
Resolution topics
Composition, appointments, size / attendance fees or other forms of
compensation for members of the board of directors, supervisory board…
Appointment and remuneration of statutory auditors
Amendments to articles of association
Approval of regulated agreements (excl. compensations)
Anti-takeover mechanisms
Corporate finance transactions/mergers
Remuneration of senior executives and employees
Approval of financial statements and appropriation of profit
Shareholder resolutions (not approved by the Board)
TOTAL (%)
* Excluding France

The high percentage for board of directors “composition / appointments” in EU and non-EU
countries, which substantially outweighs the other categories, makes comparison difficult. To
eliminate this bias, data in the table below have been “purged” and standardised (excluding board
composition/appointments) to show the relative weight of the other topics. The result is a fair amount
of uniformity in the volume of votes for topics related to approval of financial statements and
appropriation of profits (25% of votes on average), and to remuneration of senior executives and
employees (19% of votes).

On the other hand, some differences remain between French and foreign companies regarding the
volume of votes on topics related to the appointment and remuneration of statutory auditors. On top
of the fact that auditors are appointed to terms of different lengths, some countries hold separate
votes on auditors’ appointment and on their remuneration.

Among French companies, the “Corporate finance transactions/mergers” topic tops the list of
resolutions brought to a vote, at 28%. The number of these resolutions is much higher than it is for
issuers in other countries due chiefly to the fact that, under French law, rights issues must be put to a
shareholder vote. In fact, all of the conditions and categories of capital increase proposed by a
company must be voted on separately.
“Purged” distribution of votes excluding “com position/appointm ent” of board m em bers
France
EU*
Non-EU
All issuers
combined
4%
13%
16%
12%
7%
9%
10%
9%
8%
6%
6%
6%
6%
6%
3%
5%
28%
21%
14%
21%
21%
16%
20%
19%
26%
26%
22%
25%
1%
2%
9%
4%
100%
100%
100%
100%
Resolution topics
Approval of regulated agreements (exc. compensations)
Shareholder resolutions (not approved by the Board)
TOTAL (%)
* Excluding France
AFG
Mars 2015
10

With an average of 13 resolutions voted per meeting (out of a total of 240,000 resolutions on which
votes were cast), the distribution of votes in 2014 was similar to that of past years, with unfavourable
votes accounting for almost 20% of the total (17% votes against and 1% abstentions).
For
82%
Against
17%
Abstention
1%
O/w asset m anagers > 100 GMs
min (65%) - max (92%)
min (8%) - max (35%)

Since each firm determines its own voting policy and may be present on several foreign markets,
voting distributions are widely dispersed. For example, in the case of asset management companies
that participated in more than 100 GMs, the proportion of votes “for” ranged from 65% to 92%.

Overall, companies cast at least one “no” vote at more than three-fifths of GMs (62%), on a par with
both 2013 and 2012. The proportion rose to 75% among French issuers, while the proportion of
foreign GMs where at least one dissenting vote was cast remained significant but to a lesser extent
(65% on average for EU issuers and 60% for those outside the EU).
GMs w here at least one dissenting vote w as cast
Issuer nationality
As a percentage of all GMs

France
EU
Non-EU
All issuers
combined
Average for all asset managers
75%
65%
60%
62%
O/w asset managers > 100 GMs
min (52%) max (96%)
min (29%) max (94%)
min (37%) max (79%)
min (37%) max (97%)
Dispersion was high among asset management companies that attended more than 100 GMs, with a
range from 37% to 97%. Certain asset management companies that participated to a large number of
GMs in the EU and outside of the EU reported a relatively low number of “no” votes. One can also
note that the dispersion was lower for GMs of French issuers (between 52% and 96%).
1.3 Remuneration was at the heart of asset managers’ opposition in 2014
Analysing and ranking votes against resolutions makes it possible to clearly show those that provoked a
reaction from asset managers. As we did for the 2013 survey, we have put the analysis of opposition
votes into context by considering them in relation to all votes for each topic, with a breakdown according
to the origin of issuers.

The table below clearly shows that resolutions dealing with remuneration provoked the largest
negative reactions. Overall, asset managers rejected 40% of these proposed resolutions. Regarding
this topic, one point of contention was that details on the criteria used to objectively determine
awards of stock options and bonus shares was sometimes inadequate.
AFG
Mars 2015
11
Relative share of votes "against" compared w ith the total number of votes for each resolution
Thématiques des résolutions
France
UE*
Hors UE
Tous émetteurs
confondus
Composition, appointments, size / attendance fees or other forms of
compensation for members of the board of directors, supervisory board…
25%
15%
14%
15%
18%
17%
10%
14%
13%
9%
12%
11%
25%
5%
7%
13%
30%
17%
16%
21%
31%
22%
26%
26%
43%
37%
38%
40%
4%
3%
8%
4%
24%
16%
16%
18%
Approval of regulated agreements
TOTAL (%)
* Excluding France
Explanation: at GMs held by French issuers, asset managers voted against 43% of all resolutions relating to the remuneration of senior
executives, and 37% of those relating to anti-takeover mechanisms…

Management companies make sure that changes in the ownership structure of investee companies do
not dilute their investments. In particular, they vote against resolutions authorising overly dilutive
capital increases without pre-emptive subscription rights. As a result, resolutions relating to
corporate finance transactions/mergers place second among the most contested resolutions, at 26%.
At GMs of French issuers, this number reached 31%. On a related note, we should also point out that
upholding the “one share, one vote” principle has been a major theme of AFG’s recommendations
and actions since 1997.

Furthermore, because the Florange Act has done away with the principle of Board neutrality, asset
management companies and AFG have been and will remain vigilant so that resolutions on finance
transactions contain language explicitly stating that they may not be used in the event of a takeover
bid.

Compared with 2013, “anti-takeover mechanisms” elicited fewer dissenting votes from asset
management companies, dropping from 34% overall to 21% in 2014. These resolutions are
especially important because they authorise the issuance of equity warrants or share buybacks during
a takeover. The rate of opposition is lower for issuers from the EU and outside the EU, because this
topic also encompasses resolutions that are favourable to shareholders, such as authorisation to
convene an extraordinary meeting at short notice.

A topic of major concern, regarding “Appointments of members of the board of directors or
supervisory board”, is that French management companies would like to see investee companies
apply the recommendations on the make-up of boards (i.e. the number of independent members) and
the holding of multiple directorships (some provisions on this point were incorporated into the
AFEP-MEDEF code in 2013).

Finally, we also note that resolutions related to the approval of financial statements and, more
specifically, the appropriation of profits (dividends) are rarely disputed, even though they represent
nearly one-fourth of resolutions voted upon.
AFG
Mars 2015
12
Second chapter: resources for judging governance quality
This chapter describes the human and technical resources that Mancos use to analyse resolutions (section
2.1). It lays out the processes that promote dialogue and exchanges between investors and issuers (2.2).
Lastly, it highlights for the first time the multiple criteria that asset managers rely on to gauge the quality
of issuer governance (2.3).
2.1 Professionalization helps resolution analysis and vote casting
The organisation used to analyse resolutions, cast votes and voting report varies considerably from one
management company to another and may comprise asset management, analysis or middle-office staff
working with those responsible for internal control and compliance. The general trend is towards
professionalization and a strengthening of resources.

The largest mainstream management companies and some mid-sized companies specialising in
equity management assign in-house staff specifically to analysis and voting, with particular
responsibility for governance issues and, often, corporate social responsibility (CSR).

These companies generally follow collective voting practices, usually including a voting committee.
For specialised and/or boutique firms, these tasks are done individually, under the responsibility of
the manager in charge of the security, or centralised with the compliance and internal control officer.
Approach used to analyse resolutions and cast votes
(Several answ ers possible)
Organisation
% of asset managers
in the sample
o/w asset managers
> 100 GMs
Collective (voting committee...)
42%
56%
Individual (manager)
42%
32%
Centralised (compliance and
internal control officer)
26%
32%

To support their own analysis, some three-quarters of Mancos in the sample used the alert function
provided by the AFG’s monitoring programme7, which is intended to facilitate application of the
AFG’s recommendations on corporate governance. These alerts are in no way designed as voting
“directives”. They are meant to draw the attention of managers to the content of draft resolutions that
are inconsistent with the AFG’s recommendations. Each asset management company still has to
prepare its own voting policy.

Asset managers often call on specialised research and advisory services to back up their own
analyses and/or for help in casting votes. In the case of French issuers, three-fifths of all asset
management companies used these providers, mainly Proxinvest and ISS. In the case of foreign
issuers, asset management companies used this type of service more frequently (77%), most often
citing ISS, ECGS and Glass Lewis as their providers.
2.2 More widespread, higher quality dialogue
Dialogue with issuers, notably with senior executives, is a key way for managers to ask questions about
the firm’s progress and governance principles that could affect this. It also allows managers to inform
issuers about their voting policies and good governance standards.
7
AFG alerts are publicly available at www.afg.asso.fr / Corporate governance / SBF 120 alerts. The data on these alerts go back to 1999 and
currently cover companies included in the SBF120 index. For more informations, see P. Bollon, “Bien gérer, c’est aussi bien voter”, REF, no.
63, September 2001; and C. Pardo and T. Valli, “Gouvernement d’entreprise et vote des sociétés de gestion : structuration d’un contrepouvoir”,
Revue Française de Gouvernance d’Entreprise, no. 11, 2012.
AFG
Mars 2015
13

More than two-thirds of Mancos (68%) now include the topic of corporate governance to some
degree in their dialogue with issuers, during individual meetings and/or in grouped communications
(up from 39% in 2006). Asset management companies say that they provide the senior executives of
investee companies with details of their general voting policies and good governance standards, such
as those issued by the AFG. Some do this by sending a document detailing their voting policies,
either systematically to a pre-defined scope of issuers, or case by case for issuers whose practices are
out of line with those policies in certain areas.
Tim ing/m odalities of contact w ith issuers
(Several answ ers possible)
% of asset managers o/w asset managers
in the sample
> 100 GMs
Exchanges take place
Before GM
30%
52%
During GM
34%
60%
Case by case
50%
60%
At least one of the above
68%
92%

The timing and methods used in the dialogue process vary considerably. Discussions may be held
before (30%) or during GMs (34%), or over the course of the year (50%), depending on needs and/or
opportunities.

When differences arise between an investor’s voting policies and the resolutions to be submitted to
the GM, a constructive dialogue can be initiated prior to the meeting to clarify the wording of the
resolutions. Asset management companies conduct this process notably vis-à-vis the principal
companies in the portfolio.

The alerts issued by the AFG before GMs of SBF 120 companies are also promoting dialogue
between the AFG and a growing number of issuers’ senior executives and governance managers.

The management companies in the sample pointed to a marked improvement in the quality of
dialogue with French and EU issuers (50% and 25% respectively).
Opinion on quality of dialogue w ith issuers
Issuers in
Opinion
France
EU*
Non-EU
Improvement
50%
25%
17%
Steady
50%
75%
83%
Deterioration
ns
ns
ns
* Excluding France

The improving quality of dialogue is the result of renewed engagement by management companies
and a desire for legitimacy and better governance on the part of issuers.
AFG
Mars 2015
14
2.3 Asset managers have a rather favourable view of issuers’ governance
Asset managers report that their actions (voting at GMs, dialogue, etc.) are having a positive impact on
issuers’ governance. By the same token, they believe that over the medium/long term, there is a positive
correlation between a good corporate governance and shareholder value.

Mancos have a rather favourable view of the trend in the quality of governance at the issuers in
which they invest, notably with respect to French companies. On the other hand, they are more
neutral with respect to non-EU issuers especially, which may be partly because they have less
information and contacts on those companies and are less “familiar” with them.
Asset m anagers' opinions on the trend in issuer governance quality
France
EU
Non-EU
0%
0%
0%
Positive
74%
53%
30%
No change
17%
47%
70%
Negative
9%
0%
0%
Very negative
0%
0%
0%
Very positive

The table below shows asset managers’ assessment of the quality of issuer governance in a number
of areas. Regardless of the geographic origin of the issuer, asset managers look at the level of
training and/or competency of senior executives as the criteria most in line with their governance
requirements. On the other hand, they consider the incentives in executives’ remuneration to be
inadequate. This explains the high rate of opposition noted with respect to resolutions on senior
executive remuneration.
Asset m anagers' opinions on the quality of issuer governance criteria
The possible responses below w ere used to calculate the average score
(1. Very inadequate, 2. Inadequate, 3. Average, 4. Satisfactory, 5. Very satisfactory)

France
EU
Non-EU
General meeting execution (clear resolutions, etc.)
3,6
3,5
3,0
Shareholder pow er at the GM (equal voting rights, etc.)
2,9
3,2
2,9
Board of directors operating methods
3,2
3,3
3,1
Proportion of independent directors
3,0
3,2
2,8
Structure of decision-making bodies (sepration of pow ers, etc.)
2,7
3,5
3,0
Independance and efficacy of the audit system
3,3
3,0
2,8
Company openness to dialogue w ith investors
3,4
3,2
2,8
Transparency and appropriateness of information
3,3
3,3
3,1
Effectiveness of the incentive system for senior executives (compensation, etc.)
3,0
2,9
2,8
Senior executives' level of training and competency
3,7
3,6
3,3
Note: num ber of m anagem ent com panies responding
44
30
16
With respect to French companies, asset managers have a rather favourable view of their governance
quality, particularly the way GMs are run, the Board of Directors, and the independence and efficacy
of the audit system. However, they remain highly critical of the way the Chairman and CEO
functions are combined in the absence of a senior director, which is still common practice at many
companies (score: 2.7). In addition, they highlight the risk of diminished shareholder powers at the
GM (score: 2.9) given the possibility for expansion of double voting rights, which run contrary to the
key management principle of “one share, one vote”, and the Florange Act’s abandonment of the
principle of Board neutrality.
AFG
Mars 2015
15
List of asset managers that responded to the questionnaire
and exercised their voting rights in 2013
AESOPE GESTION DE PORTEFEUILLES
GEORGE V ASSET MANAGEMENT
ALLIANZ GLOBAL INVESTORS
GROUPAMA ASSET MANAGEMENT
ALTO INVEST
GUTENBERG FINANCE
AMPLEGEST
HMG FINANCE
AMUNDI
HSBC GLOBAL ASSET MANAGEMENT (FRANCE)
ARKEON GESTION
HUGAU GESTION
AVIVA INVESTORS FRANCE
HUMANIS GESTION D'ACTIFS
AXA INVESTMENT MANAGERS
INDEP'AM
BARCLAYS WEALTH MANAGERS FRANCE
LA BANQUE POSTALE ASSET MANAGEMENT
BFT GESTION
LA FRANCAISE ASSET MANAGEMENT
BNP PARIBAS ASSET MANAGEMENT
LA FRANCAISE INFLECTION POINT
CAMGESTION
MANDARINE GESTION
CANDRIAM INVESTORS GROUP
MCA FINANCE
CARMIGNAC GESTION
MEESCHAERT ASSET MANAGEMENT
CCR ASSET MANAGEMENT
METROPOLE GESTION
CM - CIC ASSET MANAGEMENT
MIROVA
COMGEST
MONETA ASSET MANAGEMENT
COVEA FINANCE
NATIXIS ASSET MANAGEMENT
CPR ASSET MANAGEMENT
NEUFLIZE OBC INVESTISSEMENTS
DNCA FINANCE
OFI ASSET MANAGEMENT
ECOFI INVESTISSEMENTS
OFI GESTION PRIVEE
EDMOND DE ROTHSCHILD ASSET MANAGEMENT (FRANCE)
OUDART GESTION
ETOILE GESTION
PALATINE ASSET MANAGEMENT
FEDERAL FINANCE GESTION
PRO BTP FINANCE
FEDERIS GESTION D'ACTIFS
ROTHSCHILD & Cie GESTION
FINANCIERE DE L'ARC
SG29 HAUSSMANN
FINANCIERE DE L'ECHIQUIER
SOCIETE GENERALE GESTION
FINANCIERE GALILEE
SWISS LIFE ASSET MANAGEMENT (FRANCE)
FOURPOINTS INVESTMENT MANAGERS
SYCOMORE ASSET MANAGEMENT
AFG
Mars 2015
16
AFG key principles on corporate governance






Respect the “one share, one vote” principle
The general meeting must foster shareholder democracy
The company’s medium- and long-term strategic directions and its environmental and employment
policies should be taken into account
The board of directors must be independent and efficient
Compensation must be appropriate, transparent and regularly put to vote at the general meeting
Anti-takeover defences are proscribed

Vote effectively to manage efficiently
For the last 18 years, the French asset management industry has conducted and regularly enhanced a
proactive campaign on corporate governance.
1997: the AFG recommends in its code of ethics that asset managers should exercise the voting rights on
stocks held by their funds, and sets up a Corporate Governance Commission chaired by Jean-Pierre
Hellebuyck.
1998: the AFG publishes a set of recommendations on shareholder general meetings and board of directors of
listed French companies (the recommendations have been revised 11 times since).
2000: a monitoring programme is launched to help asset managers’ exercise voting rights by alerting them
whenever a recommendation submitted to a general meeting of a CAC 40-listed company infringes AFG
recommendations.
2002: two additional features:
- the alerts sent to AFG members are now posted for public viewing on the association’s website
(www.afg.asso.fr/corporate governance)
- the programme is extended to companies in the SBF 120 index.
2003: the AFG begins informing members about the crucial importance of exercising voting rights at specific
general meetings.
2007: the AFG endows an academic chair in Sustainable Finance and Responsible Investing. Corporate
governance issues are one of the main areas of focus.
2001, 2004 and each year since 2006: the AFG updates its Recommendations.
AFG
Mars 2015

Exercise of voting rights by asset management companies in

Transcription

Documents pareils

Asset Management Services_Final_NEW_20150605

Project Manager

grands prix 2011

Manager Insight: Balanced Fund Perspectives with Tony Elavia and

Paris Fund Industry Forum

MiniMaint brochure - Maintenance

FaCtS and FiguReS

DESCRIPTIFS DES COURS 2013-2014 Portfolio Management

2009-03-27 EPSM Profile

ABAKADA June 2005 issue (pp 22-28)