Important highlights from upcoming meetings, provided by Glass Lewis’ global research team
Credit Suisse SIX Swiss Exchange – April 26
It’s been a rough tenure for Tidjane Thiam at Credit Suisse, not least when it comes to executive pay votes. In line with several years of rocky results, nearly four in ten shareholders voted to reject the 2017 variable short-term executive payouts. With relations frayed, last year the multinational bank regained some trust by reducing the target bonus payout from 80% to 67% of salary.
Or did they?
A year after announcing the reduction, the 2018 Compensation Report notes (after the fact) that the CEO’s 2018 maximum opportunity was increased from 150% to 183% of salary. As a result, the target STI opportunity for the CEO was increased from 100.5% of base salary to 122.6% of base salary, and the maximum opportunity was increased by approximately CHF 1 million. The company finally posted a net profit this year, but shareholders will have to consider whether performance has been strong enough to justify a bonus increase – and whether the level of disclosure regarding changes to the compensation structure has been sufficient.
Bank of America New York Stock Exchange – April 24
Bank of America has been targeted for a number of years by investors requesting that it provide more information concerning how it is ensuring that women are paid equally to their male counterparts. As a result, the company has significantly enhanced its disclosure concerning this issue. However, this year, a shareholder has proposed that the company provide disclosure concerning its median pay ratio (i.e., the average of what all women at Bank of America earn relative to the average of what all male employees earn). This number is often very different than more traditionally-reported adjusted pay metrics, which take into account factors like job title and geography. Given investors’ focus on human capital management issues and issues within the finance sector concerning female representation and pay equity, investors will have to decide whether the potential reputational risks presented by disclosure of these unadjusted metrics outweigh the benefits.
Inrom Construction Activities Tel Aviv Stock Exchange – April 15
Another case of “active” institutional investors turning an otherwise uncontroversial AGM into a true election- of the six candidates, five directors will be chosen at this construction company. Fresh from a dissolution of the controlling shareholder’s stake over the last year, Inrom had appointed a nominating committee (rare in Israel) and put forward five candidates, including one incumbent independent director, to replace the former controlling shareholder affiliates. Somewhat predictably and not dissimilar to the upheaval that occurred at fellow non-controlled TASE member Paz Oil (PZOL), the meeting has turned into a free-for-all with multiple institutional investors putting forward their preferred candidates to join the board — some with the agreement of the nominating committee, and some without. The beleaguered committee belatedly published its rationale for the original five candidates in a supplementary filing, leaving shareholders with the difficult task of assessing the six highly qualified individuals up for five vacant board seats.
CCR & Petrobras B3 – April 22 (CCR) & April 25 (PETR)
CCR is currently subject to investigation within the context of “Operation Carwash,” the multi-industry criminal investigation into allegations of bribery being carried out by the Brazilian federal police and other public prosecutors. Due to the impossibility to clarify the facts, CCR will be asking its shareholders to ratify the agreements signed with 15 of its former administrators whereby, in exchange for information to elucidate the facts revolving around their alleged participation in the bribery probe, the company will not only grant leniency to said administrators but will also reward them with a monthly remuneration for five years. Elsewhere on the agenda, shareholders will consider a 22% increase to executive base salary that the company has neglected to explain.
Petrobras was directly impacted by Operation Carwash, and while the past year saw a series of settlements on that front, it appears that the company is once again dealing with external political interference. Since the 2018 Brazilian presidential elections, in which Mr. Jair Bolsonaro was appointed as Brazil’s new president, there have been several changes to executive management and boards of state-owned companies, with Petrobras no exception. Most notably, shortly after the election the recently appointed CEO, Mr. Souza Monteiro, was replaced by Mr. Roberto Castello Branco. Additional changes, including the resignation of several independent directors, are reportedly the result of government influence. Shareholders will may question the appointment of a navy admiral as the board chair, and the complete absence of any disclosed justification for a proposal that would dismiss independent non-executive director Segen Farid Estefan – however given the Brazilian federal government’s 64% voting stake, the outcome of the vote is not in much doubt.
Moncler Borsa Italiana Exchange – April 16
At last year’s annual general meeting, the clothier faced significant shareholder opposition to a general authority to repurchase and reissue shares, and an authority to issue shares without preemptive rights to service its Performance Share Plan 2018-2020. The general authority to repurchase and reissue shares was opposed by 32.4% of voting shareholders – enough for approval, given the majority standard. However the authority to issue shares to the PSP required a two-thirds majority, and failed to achieve it. The level of opposition to both proposals was particularly significant in light of the company ownership structure, which was 32% jointly controlled by Ruffini Partecipazioni S.r.l. and Eurazeo S.A. – meaning opposition to the repurchase and issuance authorities among minority shareholders reached 73.4% and 87.3%, respectively. This continues a trend at the 2016 and 2017 AGMs; yet the company has failed to respond. There is no evidence of any shareholder engagement on the topic, and early in 2019 a new buyback program was announced, which would service equity-based incentive schemes or other allocations of shares to employees, directors and consultants.
Agromino A/S Nasdaq Stockholm – April 26
Allegations of corruption and misconduct have led to significant changes at Agromino. After initial investigations indicated that sales of certain assets were not made at terms beneficial for the company, comprehensive changes were made to the management and the board. Similarly, changes have been made to the executive management. Konstantin Kotivnenko was released from his executive duties, Simon Boughton was replaced by Petr Toman as the CEO, and Rastislav Pagác was appointed to the executive board. Mr. Kotivnenko’s departure has been a point of contention, as he has alleged board misconduct relating to share transfers, threatening to report the details to the Swedish Financial Supervisory Authority unless the company makes certain payments to him and communicates to the market that the termination of his employment was ordinary. The saga has also led to a change of control. Following a tender offer, in early 2019 the company announced that Petr Krogman and his Mabron vehicle had increased his stake from 43.05% to 63.3% of the Company’s issued share capital and 50.8% of its warrants. While the company has not provided an update, the statutory auditor states that the investigation remains ongoing.
Johnson & Johnson New York Stock Exchange – April 25
Johnson & Johnson has faced a series of legal challenges regarding the quality and safety of several of its products in recent years, including its talcum powder products. According to the Company’s annual report for fiscal year 2018, there are roughly 13,000 individual claims regarding body powders containing talc in the U.S. alone. In July 2018 the company was ordered by a jury in a Missouri lawsuit to pay a staggering $4.7 billion to 22 women and their families who claimed that asbestos fibers in J&J’s talcum powder products caused them to develop ovarian cancer, the largest award to date for these cases. The company filed a motion to reverse the verdict, but it was upheld in December 2018, with judge Rex Burlison issuing a blistering ruling which indicated that substantial evidence was put forth at trial which proved J&J knew of the presence of asbestos in its products, the damage the products caused, and misrepresented the safety of these products for decades. An investigative report by Reuters released in December 2018, which examined the company’s memos, reports and other confidential documents that were used as evidence in the trial, appear to confirm the judge’s statements. Immediately following the Reuters article’s release, J&J’s stock price dropped by 10%. Perhaps more concerning for shareholders however, is the potential reputational damage now facing the company- not to mention even heftier legal costs, as the success of existing product liability cases greatly increases the risk that more suits will be filed going forward. At the 2019 annual meeting, shareholders may very well issue their own verdict on the company’s increasing legal woes.
ING Groep NV Euronext Amsterdam – April 23
Good news, bad news. ING Groep has been dealing with investigations from authorities around the world in relation to alleged shortcomings in customer due diligence linked to corrupt practices, including money laundering. Over the past year, several of those investigations came to an end. In September, the company paid a fine of €675 million plus €100 million in disgorgement payments to Dutch authorities under a settlement agreement, and announced that the U.S. Securities and Exchange Commission would not be pursuing enforcement action. That’s the good news. The bad news is that last month, ING was ordered to stop taking on new clients in Italy, after shortcomings in money laundering checks had been identified at its operations there. Shareholders considering whether to ratify the board and management’s actions will have to assess whether the appropriate steps have been taken in response to the malfeasance. Another area where the board has been working to regain trust over the past year is in relation to executive remuneration. Ahead of the 2018 AGM, widespread opposition prompted the company to withdraw proposed amendments to its pay policies that would have increased the CEO’s base salary by up to 50% in the form of “fixed shares”. This time around, no amendments are proposed, and the board has acknowledged “serious mistakes with regard to stakeholder engagement” and a new approach going forward.
OTHER NOTABLE MEETINGS:
- Atlantia SpA (Borsa Italiana – April 18)
- Puma SE (Deutsche Börse – April 18)
- Wells Fargo & Company (New York Stock Exchange – April 23)
- Anheuser-Bush Inbev SA/NV (Euronext Brussels – April 24)
- AXA (Euronext Paris – April 24)
- Cigna Corporation (New York Stock Exchange – April 24)
- Danone (Euronext Paris – April 24)
- Peugeot SA (Euronext Paris – April 24)
- RELX plc (London Stock Exchange – April 25)
- The Royal Bank of Scotland plc (London Stock Exchange – April 25)
- Treehouse Foods (New York Stock Exchange – April 25)
- AstraZeneca plc (London Stock Exchange – April 26)
- PT Krakatau Steel (Persero) Tbk. (Indonesian Exchange – April 26)