In 2020, most annual general meetings (AGM) took place without a physical presence of shareholders. Yet, the fraction of AGM votes cast increased slightly for the 100 largest companies. This should be seen as a strong signal for shareholders’ desire to be actively involved in shaping companies’ governance frameworks. It was also observed in the 2020 AGM season that international proxy advisors made increasing use of case-by-case guidelines and that institutional investors generally reviewed remuneration items again with a higher level of scrutiny, especially in companies that were particularly affected by the pandemic.
Committed shareholders approaching companies with ever more detailed analyses and voting guidelines that go beyond proxy advisors' expectations become more prevalent. Their emphasis is mostly set on an old economic principle: the integration of corporate social responsibility, incentive, board of directors, and capital allocation frameworks with a strategy to create long-term sustainable businesses.
The key challenges companies will face from this development relate in particular to a more detailed disclosure for the board of director’s profile, with high attention to independence, diversity as well as availability/commitment, and an integrated structuring of their capital allocation and payout policies, their performance-related remuneration, and the strategic considerations in their value chain. All of these items ultimately have an impact on a company’s overall governance and, therefore, remain the key topics of engagements for directors with their stakeholders.
These topics are discussed in a joint webinar hosted by the IR club Schweiz together with SWIPRA Services and Morrow Sodali.
Andrea Bischof is Managing Director of Morrow Sodali. She has more than 20 years of experience in communications and spent the past 13 years at D.F.King, where she advised listed companies including the largest Germanic corporates in several hundred AGM campaigns, proxy contests and M&A situations. During the course of her career she has helped her listed clients to understand and effectively engage and communicate with their shareholders.
Barbara Heller is Managing Partner at SWIPRA Services Ltd. She has many years of experience in corporate finance, capital markets and corporate governance advisory from various assignments in international investment banking, and as executive and board member. During her career, Barbara worked with her corporate clients and their stakeholders to execute strategic key initiatives and projects including IPO’s, M&A and change management projects. Currently she is also a Member of the board of directors and chairwoman of the Audit Committee of Bank Cler Ltd, Vice-Chairwoman of the Swiss CFO Forum, Chairperson of the Jury of the Swiss CFO Award and Of Counsel at Lemongrass Communications Ltd. She is also active on boards of sport and non-profit organizations and holds an MBA in economics and finance from the University of Zurich.
Christoph Wenk Bernasconi is Partner at SWIPRA Services Ltd. He is a founding member of SWIPRA and responsible for the scientific approach of its projects and analyses. He is co-author of the SWIPRA Considerations for Corporate Governance and of the SFI Whitepaper on corporate governance. Further, Christoph is a Senior Researcher at the Department of Banking and Finance at the University of Zurich.