Learnings form the Swiss AGM Season 2022: More women directors, higher management compensation, unexplained ESG compensation criteria and more pressure on boards
Elections of board members account again for the majority (67%) of the most contested agenda items during the Swiss AGM Season 2022. The focus was particularly on directors’ individual roles, such as board or committee chairs. Nomination committee chairs of companies with fewer than 30% women board members received more than twice as many AGAINST votes. This concerns 5 SMI (2021:11) and 51 (2021: 64) non-SMI companies. The average female board representation reached 28.5% for SPI100 companies (34.4% in SMI companies, breaking the 30% hurdle for the first time, and 27.0% in non-SMI companies).
CEO compensation levels increased by 27.3% in SPI100 companies on average, driven by higher bonus payments, whereas the multiple of CEO to average employee pay (“Pay ratio”) increased from 24.4x to 29.9x. The fraction of SPI100 companies including ESG-indicators in executive compensation increased from 24% in 2021 to 47%, but these criteria remain unexplained in close to 60% of the cases.
Globally, investors’ and proxy advisors’ scrutiny in assessing sustainability reports or policies increased, leading to levels of AGAINST votes more than twice as high as in previous years. Past AGM outcomes may thus be a bad predictor for coming sustainability votes in Switzerland.
More Non-SMI companies reported in line with the GRI (62%, up from 52%) and CDP standards (30%, up from 14%), while TCFD only gained followers amongst SMI companies (85%, up from 65%). The consultation process on the Federal Council's ordinance to introduce TCFD as a mandatory standard for climate reporting is still ongoing. However, there is apparently little support for the TCFD standard amongst non-SMI companies.
The analysis covers the AGMs of the 100 largest listed Swiss companies held between July 1, 2021 to June 14, 2022.
Barbara Heller is Managing Partner at SWIPRA Services, a member of the Board of Directors and the Strategy Committee of Graubündner Kantonalbank GKB (SIX:GRKP), a member of the Board of Directors and a member of the Audit Committee of Andermatt Swiss Alps AG, a member of the Investment Committee of Transparenta Anlagestiftung, Vice President of the Swiss CFO Forum and Chairwoman of the Jury of the Swiss CFO Award. Previously, Ms. Heller was a member of the boards of Orascom Development Holding Ltd (SIX:ODHN) and Bank Cler AG.
Christoph Wenk Bernasconi is a partner at SWIPRA Services. He is a founding member of SWIPRA and responsible for the scientific approach to projects and analyses. He is co-author of the SWIPRA Considerations for Corporate Governance and the SFI Whitepaper on Corporate Governance. He is also a Senior Researcher and Lecturer at the Institute of Banking and Finance at the University of Zurich and a member of the ICGN Natural Capital Committee.