engagement et activisme actionnarial

May expressed discontent with the current model of corporate governance used by FTSE companies and in particular the effectiveness of supposedly independent non-executive directors. ‘In practice, they are often drawn from the same narrow social and professional circles as the executive team and the scrutiny they provide is often limited,’ she said. So, she suggests, workers and even consumers should be given a seat at the table.

May wrote she wants to tackle the ‘unhealthy and growing gap between what these companies pay their workers and what they pay their bosses.’ Specifically she wants to make shareholder votes on corporate pay packages binding instead of advisory and ‘simplify the way bonuses are paid so that the bosses’ incentives are better aligned with the long-term interests of the company.’

Le message a le mérite d’être clair ! Le blog of Manifest, the proxy voting agency se montre pour le moins critique (!) d’une réforme américaine qui vient d’être proposé et qui vise notamment à mettre en place un encadrement des agences de conseil en vote : « Global investors condemn US attempt to undermine their voting decisions »

The US House of Representatives’ Finance Services Committee last week passed a series of  Bills which seek to repeal large chunks of the Dodd-Frank Act which was passed in response to the 2008 financial crash.

The bills would amend the mandate on public companies to provide shareholders with a vote on executive compensation to occur only when the company has made a material change to the executive compensation; repeal the Security and Exchange Commission’s (SEC) authority to issue rules on proxy access and repeal the mandate that publicly-traded companies disclose the ratio of median versus chief executive officer pay.

Part of the package of legislative proposals is the Corporate Governance Reform & Transparency Act of 2016 would, if passed by Congress and signed by President Obama, require mandatory SEC registration for proxy advisory firms such as Manifest wishing to operate in the US.

À la prochaine…

Ivan Tchotourian