The Global Network of Investor Association (GNIA) – network managed by ICGN (International Corporate Governance Network) that gathers several “Amecs” – held its 4th meeting on April 8th, 2014. The network, established after a suggestion by Amec, encourages collaborative efforts amongst the associations to identify points of convergence in their agendas and the possibility of mutual cooperation.
The following topics were discussed during the event:
- BRAZIL: Amec provided an update about CVM Official Letter and its impacts on Shareholders’ Meetings.
- REVIEW OF OECD PRINCIPLES: ICGN requested Amec’s help to review OECD (Organization for the Economic Cooperation and Development) principles, primarily those connected with companies with defined controlling shareholders.
- SUPERVOTING SHARES: The CII (Council of Institutional Investors, USA) expressed its dissatisfaction with the decision taken by the Chinese e-commerce company Alibaba to have its shares traded at Nasdaq. According to CII, Hong Kong Stock Exchange rejected the company because of its dual-class share structure that may lead to the concentration of power. In addition to criticizing the US Stock Exchange decision, CII sent letters to London and Hong Kong Stock Exchanges so that they do not change their rules against the supervoting shares. The full document is available at http://www.cii.org/files/issues_and_advocacy/correspondence/2014/03_27_14_CII_letter_to_hong_kong_stock_exchange_one_share_one_vote.pdf.
According to CII, “CII has long believed that when it comes to public equity markets, voting power should be proportional to the economic interests of the holders”. The subject is directly related to the discussion in Brazil that arose with the proposal of Azul going public, which listing was accepted BMF Bovespa’s level 2 and by the Brazilian Takeover Panel (CAF). The listing of the publicly held company in the Brazilian Exchange Commission was granted by the body in a meeting held on January 31st, 2014, with the winning vote by the Director Ana Novaes, which was contrary to the guidance of the body’s Superintendence of Companies, and against the vote casted by the Director Luciana Dias.
- MEMBERS REMUNERATED BY INVESTORS: CII Board approved the proposal on the corporate change as to its opposition to any proposal submitted to shareholders’ meetings of publicly held companies that aim to limit the pool of candidates to Boards of Directors, primarily on the pretext that members are to be directly remunerated by investors. It is a topic of utmost importance that has been widely discussed by US companies.
- UNIFICATION OF PROXY CARDS: CII also called the attention to its proposal on the use of universal proxy cards. In the United States, when there campaigns of dissenting shareholders, they need to present a separate proxy card. Therefore, investors are banned from mixing management’s and dissenting shareholders’ nominees. The document sent to SEC is available at http://www.cii.org/files/issues_and_advocacy/correspondence/2014/01_08_14_CII_letter_to_sec_petition%20_for_rulemaking.pdf
- COMPENSATION: Assogestioni (Italy) called the attention to a paper prepared by the Italian regulatory entity (Consob) regarding managers’ compensation. In particular, the study focuses on the causes and effects of dissenting minority shareholders regarding proposals of compensation in the context of concentrated ownership. Certainly a very relevant theme for the discussions about this increasingly important topic in Brazil. The study is available at: http://www.consob.it/mainen/documenti/english/papers/wp76.html?symblink=/mainen/consob/publications/papers/index.html.
Also about managers’ compensations, ABI (the Association of British Insurers) reported its initiatives so that companies conduct binding voting processes to establish the compensation paid to executives in English companies.