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of a listed group be submitted to a vote in the AGM, withdrawn from the report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
