Date: 13 July 2015
Author: Agnès Blust
IMPLEMENTATION OF THE
MINDER INITIATIVE
ANNUAL GENERAL MEETINGS
IN 2015
137 SPI COMPANIES
COMPANIES INCLUDED IN THE ANALYSIS
• 137 companies of the SPI including SMI, SLI and SMIM
(smaller companies are not analyzed by proxy advisors):
Companies analyzed
Minder Implementation at the AGMs 2014
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COMPANIES INCLUDED IN THE ANALYSIS
Company
Index
Company
Index
ABB
SMI/SLI
Swiss Life
Actelion
SMI/SLI
Swiss Prime Site
Adecco
Credit Suisse
Geberit
Givaudan
Holcim
Julius Bär
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
Nestlé
Novartis
Richemont
Roche
SGS
Swatch
Swisscom
SwissRe
Syngenta
Transocean
UBS
Zurich Financial Services
Baloise
Clariant
Dufry
Kühne + Nagel
Lonza
Schindler
Sika
Sonova
Company
Index
Company
Index
Company
Index
SLI/SMIM Belimo
SPI
Romande Energie
SPI
SPI
SPI
Schaffner
SPI
Aryzta
Barry Callebaut
DKSH
EMS Chemie
Galenica
GAM
SMIM
SMIM
SMIM
SMIM
SMIM
SMIM
Bellevue
Berner KB
BKW
Bobst
Bossard
Bucher
SPI
SPI
SPI
SPI
SPI
SPI
Hügli
Hypothekarbank
Lenzburg
Implenia
Inficon
Interroll
Intershop
Kaba
Kardex
SPI
SLI/SMIM Bell
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SMI/SLI
Georg Fischer
SMIM
Burckhardt Compression SPI
Komax
SPI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SMI/SLI
SLI/SMIM
SLI/SMIM
SLI/SMIM
SLI/SMIM
SLI/SMIM
SLI/SMIM
SLI/SMIM
SLI/SMIM
Helvetia
Lindt
Logitech
Meyer Burger
OC Oerlikon
Partners Group
PSP Swiss Property
Straumann
Sulzer
Temenos
AFG Arbonia Forster
Allreal
ALSO
APG
Ascom
Autoneum
Bachem
Bank Coop
Basilea
SMIM
SMIM
SMIM
SMIM
SMIM
SMIM
SMIM
SMIM
SMIM
SMIM
SMIM
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
Burkhalter
Calida
Cembra Money Bank
CFT
Charles Vögele
Coltene
Comet
Conzzeta
CPH Chemie & Paper
Dätwyler
EFG International
Emmi
Evolva
Flughafen Zurich
Forbo
gategroup
Goldbach
Gurit
Huber & Suhner
Kudelski
Kuoni Reisen
LEM
Leonteq
LifeWatch
Looser
Luzerner KB
MCH
Metall Zug
Micronas
mobilezone
Mobimo
Orascom
Orell Füssli
Orior
Panalpina
Pargesa
Phoenix Mecano
Rieter
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
Schmolz + Bickenbach
Schweiter Technologies
SFS
Siegfried
St. Galler KB
Starrag Group
Swiss Finance & Property
Investment AG
Swisslog
Swissquote
Tamedia
Tecan
Tornos
u-blox
Valiant
Valora
Vetropack
Von Roll
Vontobel
VZ Holding
Walter Meier
Zehnder
Züblin Immobilien
Zug Estates
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
SPI
Minder Implementation at the AGMs 2014
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ELEMENTS ANALYZED
• Changes to the Articles of Association
•
•
•
•
•
Structure of the binding Say-on-Pay vote
Number of external mandates
Non-competition agreements
Cap on variable compensation
Voting recommendations of proxy advisors and voting
results at AGM
• Say-on-pay vote at 2015 AGM
• Overview
• Voting recommendations and voting results at AGM
Minder Implementation at the AGMs 2014
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CHANGES TO THE ARTICLES
OF ASSOCIATION
LEVEL OF IMPLEMENTATION OF THE MINDER INITIATIVE
• As of 13 July 2015, 98% of companies have modified their
articles of association (AoA) according to the provisions of
the Ordinance
• Six companies have not
yet published their
invitation to the 2015
AGM, out of which three
companies had
implemented the
changes to their AoA at
the 2014 AGM, leaving
three companies having
“not yet implemented”
Minder Implementation at the AGMs 2014
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STRUCTURE OF THE BINDING VOTE ON COMPENSATION
BOARD OF DIRECTORS
• 90% of companies implemented a prospective vote:
Minder Implementation at the AGMs 2014
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STRUCTURE OF THE BINDING VOTE ON COMPENSATION
BOARD OF DIRECTORS
Minder Implementation at the AGMs 2014
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STRUCTURE OF THE BINDING VOTE ON COMPENSATION
EXECUTIVE MANAGEMENT
• 70% of companies implemented a prospective vote:
• “Prospective
different period”
means a single
prospective vote
(one amount) with
a compensation
period that is not
next year
• “Prospective mix”
means several
prospective votes
(each vote on one
amount, for
example one vote
on fixed
compensation and
one vote on
variable
compensation)
Minder Implementation at the AGMs 2014
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STRUCTURE OF THE BINDING VOTE ON COMPENSATION
EXECUTIVE MANAGEMENT
Minder Implementation at the AGMs 2014
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NON COMPETITION CLAUSES: TIME LIMIT
• 39% of companies included a provision on non-compete
agreements with a time limit
• Non-competition clauses
which are not limited in
time are criticized by the
proxy advisors (potential
hidden severance
payments)
• Non-competition clauses
over 12 months are
prohibited in the draft
reform of the Swiss
corporate law
• 58% of the companies did
not include a provision for
non-competition agreement
in their articles of
association, mostly smaller
companies (SPI)
Minder Implementation at the AGMs 2014
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NON COMPETITION CLAUSES: TIME LIMIT
Minder Implementation at the AGMs 2014
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NON COMPETITION CLAUSES: COMPENSATION
• The amount of compensation provided during the period
of non-competition varies from 50% to 100% of annual
total compensation
Minder Implementation at the AGMs 2014
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CAP ON VARIABLE COMPENSATION
• 59% of companies did not define a cap on variable
compensation in their AoA
• Larger companies (SMI)
are less likely to determine
a cap on variable
compensation in their
articles of association than
smaller companies (SPI)
Minder Implementation at the AGMs 2014
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CAP ON VARIABLE COMPENSATION
Minder Implementation at the AGMs 2014
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NUMBER OF EXTERNAL MANDATES – BOARD MEMBERS
• Typically, board members can have 4 or 5 external
mandates in other listed companies
• Larger companies (SMI,
SLI, SMIM) are more
restrictive and have set a
limit at 4 additional
external mandates in other
listed companies, while
smaller companies (SPI)
have set the limit at 5
additional external
mandates
Minder Implementation at the AGMs 2014
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NUMBER OF EXTERNAL MANDATES – BOARD MEMBERS
Minder Implementation at the AGMs 2014
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NUMBER OF EXTERNAL MANDATES – EXECUTIVE
MANAGEMENT
• Typically, executive management members can have 1 or
2external mandates in other listed companies
• Larger companies (SMI,
SLI, SMIM) are more
restrictive and have set a
limit at 1 additional
external mandate in listed
companies, while smaller
companies (SPI) have set
the limit at either 1 or 2
additional mandates
Minder Implementation at the AGMs 2014
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NUMBER OF EXTERNAL MANDATES – EXECUTIVE
MANAGEMENT
Minder Implementation at the AGMs 2014
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PROXY ADVISORS VOTING RECOMMENDATION AND
VOTING RESULTS AT AGM
• Level of positive voting recommendations on the changes
to the AoA by proxy advisor (% of companies with positive
voting recommendation):
Index
ISS
Ethos
zRating
SWIPRA
AGM
(average)
SMI
63%
37%
89%
84%
87%
SLI
41%
34%
83%
86%
86%
SMIM
22%
59%
74%
84%
SPI
32%
54%
87%
• More negative voting recommendations of proxy advisors
for smaller companies (SMIM, SPI) but similar average
voting results at AGM
Minder Implementation at the AGMs 2014
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SAY-ON-PAY VOTE AT 2015
AGM
SAY-ON-PAY VOTE AT 2015 AGM
ADVISORY VOTE ON COMPENSATION REPORT
• 60% of companies submitted the compensation report to a
separate advisory vote:
• Larger companies (SMI,
SLI) are more likely to
conduct an advisory vote
on the compensation
report than companies
of the SMIM and of the
SPI
• This analysis does not
include 6 companies
who have not yet held
their 2015 AGM
Minder Implementation at the AGMs 2014
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SAY-ON-PAY VOTE AT 2015 AGM
ADVISORY VOTE ON COMPENSATION REPORT
Minder Implementation at the AGMs 2014
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SAY-ON-PAY VOTE AT 2015 AGM
LEVEL OF INFORMATION PROVIDED TO SHAREHOLDERS
• Companies of the SMI, SLI and to some extent the SMIM
provided additional information to shareholders on the
compensation votes, either in form of:
• A separate say-on-pay booklet
• An annex in the AGM invitation
• Details in the AGM invitation
• Other companies (SPI) tend to not provide any additional
information to shareholders on the amounts of
compensation being submitted to vote
Minder Implementation at the AGMs 2014
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SAY-ON-PAY VOTE AT 2015 AGM
LEVEL OF INFORMATION PROVIDED TO SHAREHOLDERS
Minder Implementation at the AGMs 2014
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PROXY ADVISORS VOTING RECOMMENDATION AND
VOTING RESULTS AT AGM: COMPENSATION REPORT
• Level of positive voting recommendations on the advisory
vote on the compensation report (% of companies with
positive voting recommendation):
Index
Ethos
zRating
SWIPRA
AGM (average)
SMI
15.8%
36.8%
84.2%
88%
SLI
24.1%
37.9%
75.9%
82%
SMIM
21.7%
39.1%
52.2%
71%
SPI
25.8%
51.7%
93%
Minder Implementation at the AGMs 2014
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PROXY ADVISORS VOTING RECOMMENDATION AND
VOTING RESULTS AT AGM: BOARD COMPENSATION
• Level of positive voting recommendations on the binding
vote on the compensation amount(s) for the board of
directors (% of companies with positive voting
recommendation):
Index
Ethos
zRating
SWIPRA
AGM (average)
SMI
57.9%
89.5%
89.5%
93%
SLI
55.2%
82.8%
79.3%
84%
SMIM
52.2%
78.3%
78.3%
88%
SPI
59.6%
74.2%
96%
Minder Implementation at the AGMs 2014
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PROXY ADVISORS VOTING RECOMMENDATION AND
VOTING RESULTS AT AGM: EXECUTIVES COMPENSATION
• Level of positive voting recommendations on the binding
vote on the compensation amount(s) for the executive
management (% of companies with positive voting
recommendation):
Index
Ethos
zRating
SWIPRA
AGM (average)
SMI
15.8%
68.4%
84.2%
92%
SLI
24.1%
65.5%
79.3%
93%
SMIM
39.1%
69.6%
73.9%
92%
SPI
60.7%
75.3%
95%
Minder Implementation at the AGMs 2014
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ADDITIONAL INFORMATION AND DISCLAIMER
• Detailed overview by company can be found at
www.agnesblustconsulting.com/news.html
• This analysis has been developed by Agnès Blust
Consulting on the basis of the published invitations to the
Annual General Meetings in 2015 and 2014.
Agnes Blust Consulting makes this overview available to
clients and other third parties on a complimentary basis. In
no event shall Agnès Blust Consulting be liable to any party
for the accuracy, completeness or usefulness of the data
presented here or for any cost or damages arising out of or
in connection with the use of this information
Minder Implementation at the AGMs 2014
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