engagement et activisme actionnarial | Page 10

C’est en tous les cas ce qu’il faut retenir de cet article Paula Loop « Shareholder Activism: A Glass Half Full or Half Empty? Maybe Both » (Corporate Compliance Insights, 8 novembre 2016). Celle-ci relaie une étude menée par Annual Corporate Directors Survey dans laquelle les dirigeants et les administrateurs reconnaissent les effets positifs de l’activisme… même quand il est le fruit des hedge funds !

Shareholder activists are certainly making their mark on the boardroom. As of early September, there were 263 activist campaigns in the U.S. And 224 U.S. public companies were targets of activism. While many companies and their boards still fear being in an activist’s crosshairs, it turns out that many directors say activism can actually be a good thing — for them and their companies.

Findings from our recently released Annual Corporate Directors Survey highlight how activism is changing what’s going on in the boardroom. We heard from nearly 900 directors in our survey, and a whopping 80 percent of them told us that hedge fund activists compel companies to more effectively evaluate their strategy, execution and capital allocation. Taking that one step further, nearly 80 percent say that activism has resulted in companies improving their operations and capital allocation.

For some, this might not be terribly surprising. Over the past several years, we’ve seen activists intervene at some iconic U.S. companies, resulting in changes at the CEO and board level. However, hearing the directors who play such a critical oversight role acknowledge these benefits of activism is a significant point indeed.

À la prochaine…

Ivan Tchotourian

Intéressant article dans The Sydney Morning Herald sous la plume de Mme Vanessa Desloires intitué : « BlackRock, Vanguard, State Street are not passive on corporate governance ». Cet article illustre l’activisme croissant (et la lente disparition de la prétendue passivité des actionnaires) des actionnaires d’aujourd’hui. Il faut dire que ces derniers (devenus des investisseurs institutionnels) sont de plus en plus puissants autant financièrement qu’économiquement !

Investment behemoths BlackRock, Vanguard and State Street now hold the « balance of power » in corporate governance disputes. And they’re no longer content to be the silent giants in the background, forcing company boards to balance the long-term view of passive fund managers with the short-termism of active managers.

The underperformance of the majority of Australian active managers over the past few years, coupled with the low cost of passive funds, has driven investors into products such as exchange-traded funds en masse, with total funds under management topping $23 billion this year.

As such, the three biggest providers of passive funds, BlackRock, Vanguard and State Street, have a growing presence on company registers.

À la prochaine…

Ivan Tchotourian

Intéressant éclairage apporté par Paula Loop sur LinkedIn à propos de la notion d’engagement qui est devenu une notion incontournable de droit de la gouvernance d’entreprise : « Shareholder engagement: What does success look like? ».

Petit extrait :

Shareholder engagement is a hot topic these days and one that is frequently debated in the C-suite and boardroom. Traditionally, executives put a lot of emphasis on the role of Investor Relations in the engagement process, only rolling up their sleeves and getting involved if there was an issue or an event that called for additional effort.

Calls for more frequent director communication

But now we’re hearing investors say that they would like to hear from key executives—and even directors—on a more regular basis. Depending on the facts and circumstances, investors might like to hear from the company annually, or in some cases, more often. For some executives and directors, this is a new paradigm

À la prochaine…

Ivan Tchotourian

« Should Say-on-Pay Votes Be Binding? » (The CLS Blue Sky Blog, 13 septembre 2016)… en voilà une belle question que se posent Yvan Allaire and François Dauphine.

The practice of allowing shareholders to cast non-binding say-on-pay votes has spread quickly and broadly throughout the world. It seemed that investors would finally get the opportunity to express their dissatisfaction with outrageous or ill-conceived compensation packages.

The practice was, at first, voluntary, with companies having the option of submitting their compensation policies to a vote. As the number of volunteers remained small, though, investors submitted proposals for requiring companies to carry out the non-binding votes.

In some jurisdictions like the United States, non-binding say-on-pay votes were made mandatory. In Canada, say-on-pay votes are not required, but 80 percent of the largest companies have adopted the practice voluntarily or as a result of pressure from investors.

Now that say-on-pay has been around a few years, what does research tell us about its effectiveness?

À la prochaine…

Ivan Tchotourian