The working group issued 34 proposals, some of which challenge two major principles of French shareholder democracy: for example, what explanation can be given for the proposal to stop counting abstentions as votes against but to discount them from the calculation of the result of the vote on a resolution? Basically, this will make it easier to pass resolutions in the case of a large number of abstentions, as investors can abstain, and thereby express their disagreement with the resolution, without placing themselves in conflict with the Board of Directors and challenging the Board’s legitimacy.
Are we to accept the fact that agenda items submitted by shareholders representing over 0.5% of the capital must be related to the company’s object or the content of the materials sent to the meeting? This trend towards an “all-powerful Board of Directors” with exclusive powers to decide on the agenda of a general meeting seems to us to be unfair and to be largely influenced by US law, in which the AGM is given little power (we recall that some resolutions submitted and voted for by the shareholders are not required to be implemented by the Board). If this trend takes root in our AGMs, shareholders will be left with meagre rights: voting against the resolutions presented or appointment of corporate officers!
Are we to accept the fact that the Board of Directors can decide upon the interest and relevance of a written query to be raised at the AGM and to reply to such a query on its own initiative via the company website?
Why was the recommendation requested by all the institutional investors, that existing regulated agreements between a related party and all subsidiaries of a listed group be submitted to a vote in the AGM, withdrawn from the report (section on regulated agreements), whereas now only agreements with the listed company are presented in the AGM? This will lead to developments that cannot be identified by shareholders and for which the approval of the statutory auditors is not required…
We must take swift action to prevent this report from being ratified by the AMF Board. This would amount to officially rubber-stamping a trend that would be highly detrimental to shareholder rights.
Olivier de Guerre