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Going Beyond: Shareholder Meeting Season

2024 Swiss Shareholder Meeting Review

The 2024 Swiss Shareholder Meeting Season is nearing its end and we have collated the key trends emerging from the interpretation of the voting results and the corresponding reasons for dissenting votes already published by the institutional shareholders.

Shareholder Concerns:

  • Increased opposition to compensation packages, particularly those with Environmental, Social, and Governance (ESG) bonuses.
  • Demands for greater transparency in how companies link compensation to performance has been part of the majority of the reasons for dissent given by that did not support.

Non-Financial Reporting:

  • Overwhelming shareholder approval for companies’ first sustainability reports put to the Shareholder vote, mandated by the revised Swiss Code of Obligation. However, as the majority of issuers (56% of the SMI meetings held ) have chosen to put the Sustainability Report to a non-binding advisory vote only, a consultation has been initiated to receive market feedback on the potential revision of the Code to enforce the binding rather than the advisory vote on this agenda item.
  • The international Proxy Advisors ISS and Glass Lewis supported all of the Sustainability Reports put forward whilst the local representatives SWIPRA and Ethos voiced their concerns over the lack of binding proposals put forward and were observed opposing
  • Alliance Advisors expects that Shareholders will on Q3/4 review the effectiveness and increase the detail and criteria that will form part of their revised voting guidelines applied to this Agenda item for the Shareholder Meeting Season 2025.

Board Effectiveness:

  • Increased scrutiny of board composition and election processes.
  • Need for boards to demonstrate strong business-relevant skills and experiences.
  • Importance of clear communication regarding board composition, skills, and experiences.
  • Growing focus on board diversity that goes beyond just gender representation, emphasizing relevant skills and experiences become the norm that is expected as part of the publications made by the corporate as part of the AGM invitation. Board Skills matrixes have evolved from the simple table to much more advanced versions that are expected

Meetings of note

UBS Group AG

UBS Group AG ‘s Shareholder Meeting results show a great deal of support for their first shareholder meeting under the combined group. The remuneration report came under scrutiny by institutional shareholders that were looking for more disclosure rather than discretionary elements taking effect for an award.
We are looking forward to seeing how the enlarged operation will continue to integrate and position itself for the future.

Givaudan AG

With only a portion of the issued share capital being held by institutional investors, the voting result as published by the company on their website show the clear decline in support for certain director’s re-elections. Citing concerns over insufficient diversity on the overall board of the company, overboarding of individual candidates as well as holding committee members accountable for the perceived shortcomings in the board structure, certain candidates received more than 40% of the votes cast, cast against their re-election,in comparison to just over 32% in 2023. Whilst institutional influence may remain negligent for the securing of the vote outcome, the trend shows that there is not much more room to maneuver and that a pro-active engagement with shareholders together with a robust board refreshment could be advisable.

Nestle AG

Key topics of shareholder dissent at the recent Nestle Shareholder Meeting were the remuneration Report and the shareholder Proposal to report on non-financial matters regarding disclosure of sales of healthy versus less healthy foods.

The Compensation Report still lacks disclosure that is now routinely looked for by the largest institutional investors such as:

  • Key performance targets under the STI Plan
  • Claw-back clause as part of the LTIP
  • Disclosure on how progress and level of ambition is assigned to each KPI

Interestingly, the Shareholder Proposal brought forward by ShareAction and Legal & General Investment Management received very little support from the institutional investor base. With only just over 11 % approval rate, and looking at currently available public voting disclosures, only a handful of the larger investor base supported this item, despite it being intended to better align the company strategy with global goals including Sustainable Development Goal 3 and the goals of the Access to Nutrition Initiative.

Partners Group Holding

Board Candidate Flora Zhao received dissent from Shareholders due to the Boards overall independence levels. Other reasons for criticism were the fact that no senior independent director or equivalent has been appointed and that the nominee also served as the Chair of the Remuneration Committee, which has been held responsible for the concerns over Remuneration practices at the company.

The Remuneration Report reflected the dissatisfaction of shareholders by passing with no more than 89% approval rate.

Swiss Life Holding

PwC has been the company’s auditor since 2002 and received just over 80% approval for their re-appointment, showing the dissent from major investors.

Generally the acceptable tenure of an auditing firm is ten years, with some nuances applied if the lead auditor within the same firm is rotated.

What’s next?

Shareholders are becoming more engaged and vocal, demanding transparency, accountability, and alignment with their expectations on issues like compensation, diversity, and sustainability. Companies need to adapt by enhancing transparency, demonstrating strong corporate governance, and addressing shareholder concerns to maintain investor support. Boards play a crucial role in this process and are expected to proactively form a relationship with the relevant stewardship teams prior to the next Shareholder Meeting Season.

Whilst some institutional investors will only file their voting behaviour from votes submitted at Shareholder Meetings in 2024 during Q3 of 2024, we anticipate that the engagement efforts of Swiss corporates will have to address these concerns. The aim needs to be to provide further transparency and explanatory information to prove that the feedback of investors has been heard and incorporated.

Alliance Advisors will be updating their Season Review in Q3 of 2024 and will share the new findings after evaluating the institutional shareholder voting filings.

Alliance Advisors will be evaluating the shareholder voting behaviour and application of voting guidelines for all Shareholder Meetings held in Switzerland in 2024 in the near future. If you would like to receive a copy of our findings including our suggestions on how to tackle any shareholder dissent prior to your next Shareholder Meeting, please enter your details in the form below to register for the report.

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With more than 20 years experience in supporting listed companies in the development of their corporate governance communication and engagement with institutional shareholders, Angelika is an expert in Annual General Meeting, Extraordinary General Meeting and Activism advisory.

With Alliance Advisors Going Beyond research series, we bring to the forefront pivotal discussions and content that are shaping the world of Corporate Governance, Executive Compensation, ESG, Shareholder Activism, Retail Outreach and M&A.

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