Will Carlos Ghosn for ever stay entrenched at Renault and at Nissan ?


Renault SA presents to the vote on April 29th. in resolutions 5 and 6 two related party agreements, one with its first shareholder the French State and the other one with its listed Japanese giant subsidiary Nissan Motors.  This so called  ‘stabilization agreement’  follows the adoption of a double voting right provision last year imposed by the French State and it includes an unexpected revision of the original balance of power between Renault and Nissan Motors. While this situation was foreseen by observers, for Proxinvest, this unneeded change is actually a “coup d’état” by Carlos Ghosn, the Chairman & CEO of two listed and integrated groups, arranged with the complacency of the Renault directors and insuring him a perfectly entrenched position as perpetual tycoon. For the record, under the 1999 agreement, Renault owns 43.44% of Nissan while Nissan owns 15% of Renault but has no voting rights. The French government has been since 1945  the largest shareholder , holding at the time of the alliance with Nissan  44% of Renault’s capital and now only 19.74%,  but since the  Florange law 23.56% of the voting rights.

French Yellow Pages (SOLOCAL) individual shareholders put company under pressure

 In a unique case of general investors mobilisation the individual holders of Solocal Group, a specialist of local advertising, recovering from the KKR led LBO on the  telephone register business of France Telecom, will possibly force the company management but also the French Government and the AMF to act and better protect the minority holders.


Some 602  individual holders of Solocal Group (formerly the Yellow Pages)  have regrouped to face an explainable drop in the share price  which reached 3.50 euros in late February at the bottom of a descent into hell that lasts for years. This trend followed the leveraged acquisition of the France Telecom subsidiary by financiers clustered around the famous American fund KKR for three billion euros. Proxinvest had then bought in 2005 at a price of € 18.82 before regrouping of the shares, i.e.teh equivalent of  € 564 a share which  traded at € 3.60 at the end of February 2016!

Exorbitant retirement boon for BBVA COO


Angel Cano Fernandez has made a killing for himself after a short stint as COO of Spain’s second largest bank by assets.

Sika : why Saint Gobain should withdraw from its foolish attempt.


The French glass and building material group had seven years ago a first negative experience resulting from its own potective double voting right statutory provision when Wendel pretended, with about 20% of the Saint Gobain shares , to rule the management… Nevertheless aiming for a tricky acquisition of the successful Swiss Sika, Saint Gobain keeps neglecting the opinions and rights of large communities of employees and shareholders.

Actually, as mentioned earlier on this site, like many Swiss companies, Sika lived under the “protection” of a kind of triple voting right provision which offers to the founder’s family Burckard no less than 52% of the AGM voting rights for an economic ownership of only 16% of the shares held in a private vehicle. Saint Gobain signed the promise to pay some € 2.75 billion, more than twice the stock price, fot this vehicle,  subject to securing the benefit of the majority control by June 30th. of this year.

Yes, the excessive pay of Robert Dudley at BP was an insult to the economic background


The Company faced a challenging year in 2015, with oil prices falling by more than 50%. It incurred losses before taxes of -$9,571.0m.  Nevetheless, the Board pays a dividend, which has not been submitted for shareholder approval, of £0.2709 per share uncovered by the operating cash flow…

Why then ?

You might need glasses to read what you read about latin governance at Luxottica !

The succesful billionnaire founder of Luxottica, 80 years old  Leonardo Del Vecchio has been credited for turning Luxottica which he owns 66.5 percent into a global player notably by acquiring Ray Ban sunglasses with total revenues of 9 billion euros ($9.76 billion). But he certainly has a problem with governance as the company changed CEO three times in 17 months, with latest CEO to leave after 15 months in office despite  €11.8 million in fixed compensation plus a severance pay of €6.8 million, while maximum variable compensation can reach 926% (200% STI + 726% LTI) of basis pay.

Handelsbanken becomes the first Swedish company to follow institutional investors’ call for individual board elections

In a letter to the Swedish Corporate Governance Board, various institutional investors have recently addressed their concerns about the bundled form in which the election of a company’s board of directors is put to shareholders vote in Sweden. The letter ended with encouraging the Swedish Corporate Governance Board to introduce a rule for Swedish listed companies to enable shareholders to submit their votes on the individual election of the members of the board of directors at the earliest opportunity.

In a response to the aforementioned letter, the Swedish Corporate Governance Board issued a statement that in its view Swedish company law and the Swedish Corporate Governance Code provide sufficient opportunities for individual elections. Consequently, the Swedish Corporate Governance Board is currently not in favour of introducing such rule and has decided to leave it to each company and its shareholders to decide upon how to conduct board elections at the AGM.

Svenska Handelsbanken AB (“Handelsbanken”) is the first Swedish company that follows institutional investors call since the Company’s Nomination Committee (consisting of Ms. Helena Stjernholm, Mr. Jan-Erik Höög, Mr. Mats Guldbrand, Mr. Bo Selling and Mr. Pär Boman) has established an individual election procedure for the election of its Board of Directors. At the upcoming AGM (March 16, 2016), to be held at the Grand Hôtel’s Winter Garden in Stockholm (Sweden), the election of the Board of Directors is on the agenda under items 17.1 - 17.11. In succession, it is proposed to (re-)elect Mr. J.F. Baksaas, Mr. P. Boman, Mr. T. Bylund, Mr. O. Johansson, Ms. L. Kaae, Mr. F. Lundberg, Ms. B. Rathe, Ms. C. Skog, Mr. F. Vang-Jensen, Ms. K. Apelman and Ms. K. Hessius.

Sports Direct criticised for low pay of warehouse workers

The shares of UK sports clothes and equipment retailer, Sports Direct, took a hit this week, despite reporting increased profits, following an investigation by the Guardian newspaper which it said revealed that workers at its new Shirebrook warehouse are receiving effective hourly rates of pay below the minimum wage.

The Guardian found that Sports Direct warehouse staff – who are employed by job agencies – are required to go through searches at the end of each shift, for which their time is unpaid, while they also suffer harsh deductions from their wage packets for clocking in for a shift just one minute late. These practices contribute to many staff being paid an effective rate of about £6.50 an hour against the statutory rate of £6.70.

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