2015 Proxy Season Review Summary: Europe


  • In Switzerland, 2015 was the first year in which all Swiss public companies were required to place binding pay votes on their meeting agendas with a variety of different approaches to the pay votes; however, non-binding votes on the remuneration report continue to be one of the most high profile routine agenda items at Swiss AGMs.
  • In Germany, the Retail Investors’ Protection Act, which became effective in July 2015, clarifies that it is the shareholders’ responsibility to disclose significant shareholdings and not the intermediary’s responsibility; therefore, the Act might bring back a legal situation that is quite similar to the one that was in place prior to a controversial court decision in 2012, and alleviate restrictions on voting some types of German company shares that have been in place since 2012 .
  • In France, the Florange Act’s provisions (the end of the “neutrality principle” and the automatic granting of double-voting rights) registered high on investor radars. Maintaining the “one-share, one-vote” principle triumphed, at the minority of companies where shareholders had the opportunity to vote on it.. Among the few exceptions where the “opt-out” proposal was defeated, often when the company management itself or a significant shareholder such as the French state, were not in favor of such a proposal, the level of support for this principle remained very significant. In this, the second year of say-on-pay votes in France, there was increased shareholder dissent, including at several CAC40 companies. Even many standard remuneration-related items, which usually receive overwhelming shareholder support, received significant dissent.
  • There is continued ongoing political and economic uncertainty about Greece’s future in or outside the Eurozone, its monetary stability, and its international debt repayments. Greek banks participating in the Greek government’s support scheme have not distributed dividends to shareholders since 2009. This will continue as long as they receive State support.
  • While gender diversity on boards in both the Netherlands and Belgium is increasing and moving toward legal thresholds, Luxembourg, without further legal thresholds or best practice provisions, lags behind in the area of board diversity.
  • In Belgium, shareholder concern expressed by negative voting against antitakeover mechanisms has been notable, resulting in fewer companies requesting shareholder approval to introduce antitakeover devices, and in fewer companies extending such authorities, where they exist.

Start typing and press Enter to search