Georgeson Releases 2014 Proxy Season Review for UK, France, the Netherlands, Germany and Switzerland

LONDON, November 6, 2014 /PRNewswire/ --

Georgeson today released its 2014 Proxy Season Review for public companies in the UK, France, the Netherlands, Germany and Switzerland.

The report provides a comprehensive analysis of quorum levels, rejected and contested resolutions, proxy advisor recommendations and corporate governance developments in the five markets.

Cas Sydorowitz, CEO of Corporate Advisory at Georgeson, said: "This report provides analysis and insight into the trends and particular issues that have come up during the last AGM season within these five markets.

"It has been a busy AGM season, with new regulations coming into effect in the UK and Switzerland, including requirements to provide greater disclosure around pay and improve shareholder engagement.

"Board independence and the proper functioning of the board have received greater attention recently, and we expect the issue to continue to grow in importance."

Highlights include:

• In the UK two FTSE 100 companies saw resolutions rejected by shareholders during the 2014 proxy season: Burberry Group and EasyJet. The most commonly contested resolutions in the index were the remuneration report and remuneration policy votes, followed by authorities to issue shares with and without pre-emptive rights.
• In France only one CAC 40 company (among our sample, which excluded companies whose registered office is outside France) saw a resolution proposed by the board rejected by shareholders: Alstom. The most commonly contested resolutions were authorities to issue shares without pre-emptive rights, followed by director elections and compensation-related resolutions (the latter received the highest level of shareholder opposition).
• In the Netherlands no AEX and AMX company (among our sample, which excluded companies whose registered office is outside the Netherlands) saw a resolution rejected by shareholders. Arseus (an AMX constituent that was not part of our sample, as their registered office is located in Belgium) did see three resolutions proposed by the board rejected by shareholders. The most commonly contested resolutions were authorities to issue shares without pre-emptive rights (which also received the highest level of shareholder opposition), followed by remuneration-related resolutions and director elections.
• In Germany only one DAX company (Merck KGaA) saw a board-proposed resolution rejected by shareholders, while two MDAX companies saw rejected resolutions (GEA Group and Rhoen Klinikum). In the DAX the most commonly contested resolutions related to supervisory board elections, followed by authorities to issue shares.
• In Switzerland two SMI companies saw resolutions rejected by shareholders during the 2014 proxy season: ABB and Transocean. The most commonly contested resolutions in the SMI were director elections, followed by advisory votes on compensation and article amendments relating to the 'Minder' Ordinance, the new legislation that was passed on 20 November 2013, and came into effect on 1 January 2014. This is also known as "Ordinance against excessive pay in stock exchange listed companies".

The report complements Georgeson's recently released 27th Annual Corporate Governance Review, which provides a comprehensive analysis of annual meetings, shareholder initiatives and proxy contests for US public companies.

To view Georgeson's 2014 Proxy Season Review, visit http://www.georgeson.com/uk/resource/Pages/proxy-season-review-2014.aspx.

About Georgeson  

Georgeson is the world's foremost provider of strategic shareholder services to corporations and shareholder groups working to influence corporate strategy. We offer unsurpassed advice and representation for annual meetings, mergers and acquisitions, proxy contests and other extraordinary transactions. Our core proxy expertise is enhanced with and complemented by our strategic consulting services, including solicitation strategy, shareholder identification, corporate governance analysis, vote projections and insight into investor ownership and voting profiles. Our local presence and global footprint allow us to analyse and mitigate operational risk associated with various corporate actions worldwide. For more information, visit http://www.georgeson.com.

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