ECGS has presented its new survey on the composition and remuneration of Boards of Directors which covers Board practices in the 600 biggest companies in 16 European countries in 2014.

The independence of Directors has been a major corporate governance issue for years. Only 38% of Boards meet ECGS minimum independence requirement of at least 50% of Board or at least 33% in companies with mandatory employee representation (ex. in markets like Germany or Austria). Furthermore, 19% of companies show an independence rate below one third.

Major discrepancies are observed by the ECGS corporate governance analysts. On the one hand, in the Netherlands, 80% of Directors are independent thanks to the demanding Dutch corporate governance code which recommends that all members of the Supervisory Board except one should be independent.  On the other hand, the lowest board independence rates are observed in Austria (31%; mainly due to the mandatory employee representation), Portugal (32%) and Spain (33%). According to the survey, the average independence rate of audit committees stands at 70% and of nomination committees at 62%.

Ethos demands that companies remove opting-out clauses

Ethos, Swiss partner of ECGS, asks the boards of directors of the Swiss listed companies that have an opting-out clause in their articles of association to request that the shareholders waive this provision. The opting-out allows a shareholder who acquires more than 33.3% of the voting rights of a company to be exempted from the obligation to make an offer on the rest of the capital. Such a clause can put a company at risk and be very detrimental to the stakeholders, in particular to minority shareholders, as is currently the case at Sika.

Upcoming events

9 December 2014: come to the DSW (the ECGS German member in Wiesbaden) "International Investors' Conference - Shareholder Rights in Europe 2020"

10 December2014: press conference - presentation of the ECGS Survey: Composition and Remuneration of Board of Directors " (Frankfurt Börse)

11 December 2014: press conference - presentation of the Proxinvest report on "The French companies shareholders meetings in 2014"

6 January 2015: Presentation to companies of the 2015 Proxinvest voting policy

No stock-option without positive performance: shareholders stopped Pernod Ricard's plan

The Annual General Meeting of Pernod Ricard held on November 6, 2014 offered shareholders an opportunity to send a message to the Board by rejecting the Resolution 14 authorising the granting of stock options to executives.

Indeed, the resolution stated that the call of these stock options was conditional on the achievement of performance conditions assessed on a minimum of three years (as demanded by the ECGS voting policy) and subject to several performance conditions.

ECGS commented on Italian Consob’s consultation on multiple voting rights

Frontis Governance, the Italian partner of ECGS and first Italian proxy advisory firm, led by Sergio Carbonara presented its comments on the new Italian legislative provisions threatening the basic principle of equality of all shareholders. Like in France ECGS partners demonstrate their strong opposition to the introduction of multiple voting rights, as a breach of the “one share – one vote” principle and a departure from shareholder democracy. 

Publication of the 16th Proxinvest report on French CEO Remunerations

As shareholders of major French groups experienced their first year of Say on Pay, Proxinvest published for the sixteenth consecutive year its report on executive compensation. Its uniqueness lies in the valuation all the various forms of executive compensation (fixed, annual bonuses, fees, benefits in kind, stock options, performance shares, cash incentive plans and other indirect forms of compensation).

The analysis of annual reports published in 2014 on compensation due for fiscal 2013 reveals a paradox: the limit of the socially acceptable pay set by Proxinvest (240 “SMIC”, the minimum annual pay, equivalent to € 4.76 million) is now exceeded by 18 executive chairs against only 13 in 2012. Despite this trend, the average total remuneration of executive chairmen of the 120 largest listed French companies slightly increased by 1.2% in 2013 and reached € 2,909,151.


Some virtuous companies and the pressure of the French State, a major shareholder of public companies, therefore had a moderating impact, offsetting the excessive compensation practices of some companies and the average executive compensation in the CAC 40 index was down 2.5% to € 3.968 million, the equivalent of 200 SMIC.

BskyB acquisitions in Italia and Deutschland : a transaction for 21st Century Fox or for BskyB shareholders?

ECGS concerns about BskyB acquisitions to be voted on 6 October 2014: financial valuation and conflicts of interests…


On 6 October 2014 BSkyB will hold an Extraordinary General Meeting in order to seek shareholder approval for the proposed Acquisitions of Sky Italia and Sky Deutschland. The Acquisitions will cost BSkyB  an aggregate consideration that of to up to £7.4 billion which the Company intends to finance through a combination of new debt, Notes Offering, existing cash resources and the disposal of National Geographic Channel.

ECGS alert- Italy : Approval by the Italian Parliament of the law on multiple voting shares. What changes for Italian companies?

Since the 20th of August, date of publication on the Official Gazette, the Italian law allows listed and private companies to issue multiple voting shares. Here are the main changes, as partially amended by the Parliament.

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