This week, the television show "Rundschau" and the editorial Board of Tamedia revealed that Novartis , Nestlé and Credit Suisse lashing with the right of shareholders to deal, to delegate their vote at the General meeting to an independent voting rights representative. Explosive is not only that the written Opinions in the areas of corporations to be counted. At least in the case of Novartis, the voting informed of trends, legal representatives in addition, the Board of Directors in advance of the Vote, as he admitted.
A trend message per agenda Item was a few days before the General Assembly, in many societies, customary, say representatives of voting rights and share rights. However, if the Board of Directors in advance, know who is true like, he can put the shareholders before the General meeting, under pressure. Or he can make concessions to calm the critical shareholders. A share rights activists, wants to be specifically not to be named, says: "It can't be that the Board of Directors receives in this way an early warning system."
Novartis, Nestlé and Credit Suisse responded, as Caught and often respond. Everything is legal, they claimed. But there are doubts. So it says in the second volume of the "Basler commentary on the Swiss code of obligations", the sections of the stock Corporation law of the most important economic, corporate and stock Corporation law, learning Switzerland have been drawn up by the independent voting rights representative should submit to the company "immediately prior to the annual General meeting" means a General vote forecast. This right, however, "its limit when the information exchange is used not only for technical reasons, but for the purpose of triggering actions on the part of the company (for example, processing of one or more shareholders withdrawal or adjustment of the agenda and the proposals)".
The controversial practice is usual in Switzerland
The authors of the commentary, including the influential economic rights activists, Rolf Watter, will be even more pronounced. You write: "Weiss, or the independent proxy must suggest legal representatives that the Board is responsive to its output forecast accordingly, he loses, under certain circumstances, its independence." However, in many company the case. According to a well-informed source, it is usual in Switzerland, the independent voting rights representative informed the Board of Directors "for a few days or a week prior to the General meeting of shareholders" about the result of the vote of the shareholders represented. "As far as I know, to make the almost all of the big companies."
On the question of how many days in advance this is the case, replied Nestlé. In the case of Credit Suisse, the votes shall be transmitted to the Interrogate after a few days in advance of voting representative to the Board of Directors. Novartis had to align: "In General, the Information of the General Assembly, in order to ensure that a procedure is to ensure proper implementation of the General Assembly." However, the pharmaceutical group of sounds, that this may also be a few days before the meeting. He writes: "The Information and the time depend on the Situation."
The Berner shares a Professor of law Peter V. Kunz criticized this practice is in sharp focus. He says: "There is no justification, that the independent voting rights representative reports to the Board of Directors information about the voting behavior of shareholders." The appearance of the dependence of the independent voting rights representative must be avoided in any case.
politicians are appalled at how companies deal with shareholders ' rights.
Credit Suisse has responded to the allegations. Since Friday, their voting evaluates the legal representatives, the Vote of the shareholders by using an external provider outside the Bank premises. At Novartis, the criminal could face legal action. Shareholder lawyer Hans-Jacob Heitz, has submitted on Thursday to the Prosecutor's office of Basel-Stadt, a request for opening of a preliminary examination, whether the group has violated the criminal law.
politicians are terrified of how companies deal with shareholders ' rights. The Aargauer FDP Council of States Philipp Müller says: "The incidents are of course outrageous. This can't happen. Independent representatives of voting rights also need to be actually neutral and independent. So this was meant to be."
In the revised shares could be and tighten the screw. The end of the year the stand ätliche rights Commission agreed to a request from the Schaffhausen of States Thomas Minder. It is to the independent voting rights representative: "He respects the individual and collective voting secret until the annual General meeting."
Created: 31.03.2019, 19:51 PM