Swiss Proxy Voting Roundtable · Swiss Proxy Voting Roundtable Issues Summary Page 3 of 16 Introduction On 8th November 2012 in Zurich, 27 participants representing major Swiss issuers,

Swiss Proxy Voting Roundtable Issues Summary March, 2013

Michael Payne, Director, Lake Isle M&A Incorporated

[email protected]

+44 20 7710 9964

Swiss Proxy Voting Roundtable Issues Summary

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Contents

Contents 2

Introduction 3

Overview 3

Summary of issues from participant perspectives 5

Summary of possible solutions 6

Discussion of issues and possible solutions 7

1. Re‐registration process 7

2. Share blocking 8

3. Issuer specific requirements 8

4. Issuer voting restrictions 9

5. Lack of standardized meeting information 10

6. Record date 10

7. Shareholder identification 11

An update regarding the Minder Initiative 12

Sample AGM Timeline 13

Overview of voting chain 13

Voting chain flow charts 14

Issuer Perspective 14

Custodian Perspective 14

Service Provider Perspective 15

Institutional Investor Perspective 15

Participants 16

Acknowledgements 16


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Introduction On 8th November 2012 in Zurich, 27 participants representing major Swiss issuers, local and interna‐tional banks, service providers, and international investors met to discuss ways to clarify and potentially provide solutions to the proxy voting process in the Swiss market. The debate proved timely, as two local issuer representative groups (Economiesuisse and SwissHoldings) are currently looking into general meetings standards. One of the objectives of this roundtable was to provide a list of takeaways from the widely representa‐tive local and international industry participants for both issuer organizations, in the hope that these messages may be passed on to their members and other industry influencers. Another objective was for foreign investors and service providers to better understand current market practices and learn what changes that may impact voting may be afoot from a Swiss corporate governance perspective. At the very least we wanted to establish a better understanding from all participant types on certain key processes in the voting chain ahead of proxy season 2013. It was generally agreed that there is currently a better informed debate about proxy voting compared to a few years ago, although a lot of the issues still remain unresolved. The following represents a summary of the issues discussed at the roundtable and proposals for actions which the group may consider. We have also added some post‐roundtable thoughts on the implications of the recent approval of the Minder Initiative on the voting process. We hope this document serves as just one way – along with other international and local initiatives – to initiate both a change in attitudes and a change in communication concerning voting practices in Swit‐zerland, to the benefit of all participants in the voting chain.

Overview Shareholder participation rates at company general meetings in Switzerland are thought to be between 40‐50%, which is low compared to other developed markets. It seems likely that a combination of share re‐registration and a perception of blocking persists to contribute to a lower than average turnout. Most Swiss shares in circulation are registered shares. Bearer shares are less common although a com‐pany such as Roche is a notable exception. In order to be eligible to vote at a shareholder meeting, shareholders of registered shares need to be in the share register of the company; registered shares do not require blocking by Swiss banks. Bearer shares, on the other hand, are blocked until the day after the shareholder meeting or unless the voting instructions are rescinded and the entrance card is re‐turned by the shareholder to the intermediary bank or directly to the issuer, freeing the shares to be traded.


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There is no official legal concept of a record date whereby a snapshot of shareholder positions on the share register is taken to determine those eligible to vote at the shareholder meeting. In practice, Swiss issuers determine their own record date and this is usually the date when the shares need to be regis‐tered – between 20 days to just a few days before the general meeting (the larger issuers tend to set this closer to the meeting date). There is no legal provision or requirement for issuers or Swiss intermediaries to block registered shares, and to the extent registered shares are blocked, it would only be due to a sub‐custodian blocking shares for operational reasons. Swiss corporate governance faces an upheaval beginning in 2014 (with the 2015 AGM season being the first real test for Swiss issuers), as a consequence of the 3rd March 2013 approval of the Minder Initiative by popular vote1. From a practical perspective this will require only minor changes to the proxy voting process (discussed as follows). But there is now a greater case than ever to simplify the voting process of foreign investors, given shareholders’ newly afforded governance responsibilities.

1 The influential Swiss Investor group, the Ethos Foundation, voiced support for the government’s counter‐proposal over the Minder Initiative. The Swiss Association of Pension Funds, ASIP, also preferred the counter proposal and publicly rejected the Minder Initiative, stating the punitive nature of non‐compliance and the high costs of being legally bound to vote at all portfolio company meetings and to publish voting results. One unintended consequence of the Minder Initiative may be that pension funds are forced to outsource such obligations to third party voting providers. http://www.asip.ch/aktuellePositionen/news/detail.php?id=389


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Summary of Issues From Participant Perspectives

Issue Issuers Custodians Voting Providers Institutional

Investors

Re-registration Process2

Complex and time consuming process

ahead of AGM3. Neces-sary from issuer per-

spective to have snap-shot of voting share-

holder base

Complex and time consuming process: risk of vote rejections if re-registration not done

Need to generate two meetings: one for re-

registration, another for the ‘live’ meeting

Perception of blocking is tied to re-registration

which may result in not wanting to vote

Share blocking

Issuers do not block registered shares. Only

bearer shares are blocked4

Blocking only occurs for bearer shares. Ear-marking or ‘flagging’ occurs for registered shares but does not

impact trading5

Meeting has ‘blocking’ flag when issuer has both registered and bearer shares (even

though registered shares are not blocked)

Perception of blocking lingers. Element of risk unless receive guaran-tees from custodians that shares are not

immobilised

Issuer-specific Requirements

In the absence of mar-ket standards, issuers all have unique proc-

esses and requirements according to their arti-

cles of association

Custodians need to track each Swiss is-

suer’s idiosyncrasies. Complex and time

consuming

Voting providers need to track each Swiss is-


consuming

Rely on service provid-ers and

custodians

Issuer voting restrictions

Issuers stipulate voting thresholds, nominee agreements or disallow nominee voting

Custodians have to track each Swiss is-


consuming

Voting providers have to track each Swiss is-


consuming

Rely on voting providers and custodians. Risk of

being unable to vote

Lack of stan-dardized meet-ing information

Meeting agenda pro-posals may differ be-

tween announcement of meeting and publication

of proxy card

Custodians need to ensure correct coding of

ballots from voting providers or face risk of votes being rejected by

issuer or registrar

Voting providers need to ensure correct coding of

ballot or face risk of votes being rejected by

sub-custodians

Reduce risk of vote rejections. Rely on

voting providers and custodians

Record date

No official record date (re-registering is effec-

tively the same). Changes from issuer to

issuer



issuer. Need to track







Shareholder identification

ID tied to GM process through re-registration. Limited disclosure. Rely on public disclosure of ownership from addi-

tional sources

Creates additional work to re-register shares into

the beneficial owners’ names, track position

changes, reconcile vote instructions

Creates additional work to set up separate re-registration meeting,

send beneficial owner-ship details to custodi-

ans

Possible risk of shares being immobilized dur-ing the re-registration

process

2 Only for un‐registered shareholders and nominee registered shares

3 Some issuers close their books before the meeting convocation, effectively disenfranchising non‐registered shareholders 4 A rough estimate is that there are only approximately 10‐15% of bearer shares in issue 5 Flagging can have an impact on settlement as de‐registration is required before the trade can be allowed to settle (i.e. there could be delays).


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Summary of Possible Solutions

Issue Possible Solutions

Re-registration Process

- A recommendation to Swiss issuers could be to pick a common record date (the registration deadline) applicable to all companies. It was generally agreed that this would ideally be at least 5 days before the general meeting (which is also in line with the recommendation of the EU Joint Working Group on General Meet-ings (JWGGM) which recommends 7 -8 business day but minimum 5 business days)6. In this scenario the voting deadline would be 2 days prior to the meeting

- If a true record date is fixed the local custodians could register all shares and then the following day de-register the shares

- Allow sending of beneficial owner details with voting instructions (e.g. Finland) and cease the prior re-registration of securities

Share blocking

- In practice, recent experience has shown that blocking does not apply (regard-less of the messaging provided by custodians or vote providers) so this should purely be a communication exercise with regards to shareholders

- Service providers and custodians to review global and sub-custodian share-blocking practice in Switzerland and (if applicable) update messaging on their voting platforms

- Adopt a standard market-wide record date

Issuer-specific Requirements

- Adopt a standard market-wide record date - Permit beneficial owner information to be sent at the same time as the voting in-

struction - Remove nominee voting restrictions

Issuer voting Restrictions

- Standardize or eliminate thresholds or limitations, or have one type of nominee agreement

Lack of standardized meeting information

- Provide ‘golden source’ on meeting announcement; publish sample proxy card on issuer’s website to enable correct encoding of meeting proposals by voting providers or use SIX SIS CONNEXOR tool (in accordance with EU General Meeting standards)

Record date - Adopt a standard market-wide record date (e.g. 5 days before the general meet-

ing)

Shareholder identification

- Permit beneficial owner information to be sent at the same time as the voting in-struction

- Adopt approach similar to the UK’s Companies Act section 793 to allow issuers to query ownership disclosure through the chain of ownership

6 The EU Joint Working Group on General Meetings is part of the wider group of the European Commission’s Clearing and Settlement Advisory

and Monitoring Expert Group (CESAME 2) tasked to help remove so‐called “Giovannini Barriers’ for the clearing and settlement of securities transactions.


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Discussion of Issues and Possible Solutions

1. Reregistration Process

Holders of Swiss registered shares (the majority of shares in circulation) are automatically registered in

the company’s books once a share purchase is made. However most foreign shareholders keep their

shares in local sub‐custody omnibus or nominee accounts (generally held via a global custodian). Re‐

registration is a requirement by Swiss issuers for nominee holders to remove their pooled holding tem‐

porarily into the beneficial owner’s name. In most cases this is the asset manager which has voting au‐

thority for the shares. Re‐registration is typically between 15‐5 days before the general meeting. This

date is the share register closure or ‘book closure’ date.

Issues faced:

‐ Voting instructions are typically received by vote providers and custodians on their respective

voting deadlines leaving little time to process the instruction in case of a problem (usually re‐

lated to re‐registration). Re‐registration requirements can lead to rejected votes either because

custodians have not received a re‐registration request and/or that the voting instruction is re‐

ceived after the voting deadline.

‐ Some institutional investors prefer not to vote in markets where beneficial ownership disclosure

is required7.

‐ Re‐registration has in the past resulted in shares being immobilised from the registration date

until after the general meeting which has lead to a perception that share blocking of some kind

is in place. There was general agreement that this practice no longer occurs in Switzerland, al‐

though some global custodians may still flag the market as blocking as a precautionary measure.

As a result, the voting providers have to flow this through on their voting platforms.

‐ The above issues all contribute to lower foreign shareholder participation in Swiss meetings.

Possible solutions:

‐ Modify the re‐registration process. Remove issuer‐specific ‘book closure’ dates and adopt a re‐

cord date between 5 and 8 business days prior to the shareholder meeting. In practice registra‐

tion could occur on the sub‐custodian voting deadline whereby nominee holders would disclose

the beneficial owners’ names based on the share positions on the record date. The voting in‐

structions received by sub‐custodians would include the underlying beneficial owner details. In

this way ownership of shares would be disclosed without impeding the voting process.

‐ ISS and Broadridge have agreed to share their ongoing checks with Swiss and global custodians

as to their current practices in this area to rule out any uncertainty regarding shares being im‐

mobilised.

7 It was suggested that this applied to a minority of investors; the biggest problem stemmed from a real or perceived idea of share blocking.


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2. Share Blocking

Switzerland is not a share blocking market with respect to registered shares (bearer shares are blocked

upon receipt of a voting instruction by the shareholder until the day after the general meeting). How‐

ever it is still flagged by some global custodians and voting providers as a market where share blocking

may still occur in practice.

Issues faced:

‐ Institutional investors generally have detailed voting guidelines (reviewed annually) which may

include ruling out voting in markets where beneficial ownership disclosure is required or if any

kind of share blocking (perceived or real) is in place. If there is the slightest possibility of shares

being immobilised (i.e. being unable to trade or settle once a voting instruction has been sent

down the voting chain) the investor will simply not vote in that market or will only vote a pro‐

portion of their entitlement.

Possible solutions:

‐ Adopt a standard market‐wide record date, based on a set number of business days prior to the

meeting date.

‐ One global investor monitored the trading activity of its top twenty Swiss holdings during proxy

season 2012 which had been flagged by its voting provider that the global or local custodian8

imposes some kind of share blocking only to find that trading activity had not been impacted.

Anecdotally, this could suggest that share blocking flags highlighted by voting providers and

custodians need to be reviewed and possibly updated with clearer messaging. ISS and

Broadridge have agreed to share their ongoing checks with Swiss and global custodians as to

their current policies in this area.

3. Issuer Specific Requirements

Voting in Switzerland can seem complicated to foreign investors due to different requirements across

Swiss issuers from nominee agreements to re‐registration, disclosure requirements and voting limits, all

to be considered and acted upon in a limited time scale.

Issues faced:

‐ Large foreign investors can have positions in up to 300 publicly listed Swiss issuers all of which

have different requirements related to holding, disclosure, and voting in their articles of associa‐

tion.

8 The same security may be flagged as both blocking or not at the individual ballot level depending on where the securities are custodied.


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‐ Some issuers also stipulate nominee agreements between the issuer and custodian which carry

different requirements. In some cases the custodian needs to be able to track and produce a

beneficial owner list at any time. Because of this some custodians will either not set up nominee

accounts for their clients nor sign nominee agreements in case of a risk of possible non‐

compliance (a possible consequence of which is disqualification of votes at a contentious meet‐

ing with detrimental effects to its client relationships).

‐ Some issuers do not allow nominee account voting.

‐ Some issuers do not require re‐registration as the shareholder names can be sent at the same

time as the voting instructions.

‐ Penalties facing investors for non‐compliance of issuer requirements can be suspension of vot‐

ing rights.

Possible solutions:

‐ Because of the difficulty in tracking holdings thresholds some custodians set up specific voting

accounts for shareholders wanting to vote to minimise operational risk. ‐ Although no issuer advocated abolishing nominee agreements there was a consensus that they

did pose an impediment to voting. ‐ There was a consensus that there is the possibility to make some quick wins by introducing a

common record date and combining the disclosure of beneficial holding with the voting instruc‐

tion as in other markets such as Finland (which streamlined its voting process in 20099).

4. Issuer Voting Restrictions

Issuer‐specific requirements that come with being a shareholder also translate into some specific voting

restrictions which can complicate or in some cases prevent voting.

Issues faced:

‐ Some issuers do not allow nominee account voting meaning that the shareholder needs to spe‐

cifically set up a segregated account with the local custodian in order to vote.

‐ Voting thresholds: some issuers restrict disclosed holders to a maximum (e.g. 2%) holding; non‐

disclosed positions may also have holding threshold voting limits of e.g. 0.5%. Failure to comply

may forfeit voting entitlement. ‐ Local custodians have noted that there is sometimes a difficulty in split voting for nominee ac‐

counts (i.e. issuing contrary voting instructions for the same agenda item on the same account)

as not all issuers will accept split instructions. 9 Although Finland was held up as a model to follow, it is by no means perfect as most Finnish companies still require shareholders to be

physically represented at the shareholder meeting. This is usually carried out by a representative of the sub‐custodian which adds additional costs to voting and which may also discourage foreign shareholder participation.


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Possible solutions:

‐ Remove issuer restrictions on nominee account voting.

5. Lack of Standardized Meeting Information

One challenge faced by the voting providers is how fast they can notify their institutional investor clients

of new shareholder meetings. Providers also need to be able to code accurate published agendas into

virtual ballots (as well as comment, and, where relevant, provide voting advice) so that investors can

vote on the agenda proposals. Occasionally there are discrepancies between the published agenda and

the final proxy card due to late disclosure of the proxy card.

Issues faced:

‐ Agenda items may be differently numbered or worded on the published agenda and the final

proxy card issued by the company. If voting providers don’t track this their virtual ballot and the

company’s proxy card may look different which may ultimately lead to the voting instructions

being rejected by the sub‐custodian or the company.

Possible solutions:

‐ Issuers could produce a ‘golden source’ meeting agenda on meeting announcement and publish

a sample proxy card on their website at the same time.

‐ Swiss issuers could also use an industry platform such as the SIX SIS CONNEXOR system,

alternative platforms such as Sherpany, or issuer‐specific solutions such as UBS’s shareholder

portal. However there did seem to be a common wish from issuers to have a simplified system

and greater transparency within the existing network of custodians.

6. Record Date

There is no official market record date in Switzerland as all companies set their own date (sometimes set

in the company’s articles). This is generally the re‐registration deadline (or closure of the share register)

and it can be anywhere from 19 to 2 days prior to the meeting. There was a general consensus from the

roundtable discussion that having a single record date would simplify the voting process in the Swiss

market.

Issues faced:

‐ All companies set their own record date, necessitating greater vigilance by shareholders.

‐ Some smaller issuers have a registration date before the announcement of the general meeting

meaning non‐registered shareholders are automatically disenfranchised.


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Possible solutions:

‐ Removing re‐registration and adopting a single record date for all issuers would improve voting

participation.

‐ Of all the issuer idiosyncrasies this would be the easiest and quickest win to ease voting in the

Swiss market.

‐ Any date chosen should take into account all intermediaries’ requirements. The date would ide‐

ally be between 5 to 8 business days before the general meeting. Guidelines of the EU Joint

Working Group on General Meetings recommend 7‐8 business days.

7. Shareholder Identification

Beneficial ownership disclosure at the time of the annual general meeting is not in itself unusual prac‐

tice (almost half of all markets globally have some kind of requirement according to Broadridge). The

complication arises in the Swiss situation by having 2 separate deadlines (ie the registration date and the

voting deadline).

Issues:

‐ Shareholder identification being tied to the general meeting process creates complications be‐

cause of the extra processes needed to be performed ahead of voting in an already tight time‐

frame.

‐ Errors or delays in the re‐registration process can cause voting rejections.

‐ During the roundtable discussion it was questioned why it is necessary to know the underlying

beneficial owner when it is the asset manager which has been delegated the voting rights.

Possible solutions:

‐ It was proposed by some in the group to emulate the Finnish market which until recently was

similar to the Swiss model in having 2 separate deadlines. Finland adopted a single record date

and now only requires beneficial owner details to be sent with the voting instruction. ‐ Adopt a system such as that of the UK (permitted through the UK’s Companies Act section 793)

whereby issuers have the legal right to continue making disclosure requests as far as necessary

to follow the chain of ownership at any time of year.


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An Update Regarding the Minder Initiative

Swiss corporate governance will soon undergo major change thanks to a popular initiative to amend the

federal constitution. Dubbed the ‘Minder Initiative’ (or ‘Abzocker’) after its namesake Swiss

entrepreneur and politician Thomas Minder, the initiative, introduced in 2008, is aimed against

excessive executive remuneration and received a majority support in the referendum on 3rd March

2013. The initiative consists of 24 articles which would, among other things, give shareholders a binding

vote on the total executive remuneration of the board of directors and management, ban golden

handshakes and parachutes, force a binding annual election of the board, and more controversially,

subject any non‐compliance to criminal sanctions.

In 2012 the Swiss parliament proposed a largely overlapping but less draconian set of corporate

governance proposals in its indirect counter‐proposal to the Minder Initiative, effectively giving Swiss

issuers much more latitude and discretion in how they implement these changes. The counter‐proposal

would have automatically been implemented and effective from Jan 1st 2014 had the Minder Initiative

failed. The Swiss parliament will now work to mould the Minder Initiative into legislation (or enact via a

Federal Council decree if not addressed legislatively within a year), so that it will be applicable to issuers

for the AGM season in 2015.

The practical implications to proxy voting are relatively minor in that both the corporate and depositary

(custodian) proxy are no longer allowable‐‐leaving just the shareholder‐elected independent proxy

capable of representing institutional shareholders at the general meeting. Electronic voting must also be

allowed (the counter proposal states that this may be allowed if provided for in the company’s articles),

and Swiss pension funds have an obligation to vote all portfolio companies as well as disclose their

voting results.

Although the proposed changes to proxy voting are small, shareholders at the AGM will soon have much

more responsibility (not least because of binding votes) over such things as the approval of board

elections and executive remuneration, and therefore it is more important than ever for the mechanics

of voting to run as efficiently as possible. Achieving a high quorum is critical. This is particularly relevant

for Swiss issuers with a sizeable foreign shareholder base (which applies to most large‐cap Swiss

companies).

As discussed during the roundtable, if foreign shareholders are in any way disadvantaged‐‐either

through high costs of voting, operational risks to trading or settlement, or merely through an outdated

perception that there are market impediments‐‐voting activity in Switzerland will continue to experience

lower rates of shareholder participation compared to other developed markets. More than ever, the

increased shareholder powers gained as a result of approval of the Minder Initiative call for a thorough

review of the mechanics of voting in Switzerland.


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Sample AGM Timeline

Overview of Voting Chain


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Voting Chain Flow Charts

Issuer Perspective

Custodian Perspective


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Service Provider Perspective

Asset Manager / Beneficial Owner Global

CustodianISS

Holdings andBallot information

Meeting notification and share registration

2) Voting instructions to voting providers

1) Registration instructions to voting providers

Vote status (‘sent’, ‘voted’…)

Global CustodianBroadridge

VotingProviderBroadridge

VotingProvider

ISSGL

IVOXManifest

PIRC

Registration and voting instructionsVote

status*

Local Custodian

Local Custodian

Local Custodian

Registration and voting instructionsVote

status*In-house voting advice / policy development

3rd party voting advice

Meeting information

procurement

Specialist Provider

Hermes EOSF&CG4O

Global CustodianNo provider

Registration and voting (fax)

Proxy SolicitorInnisfree

Issuer

Voting policy:- in-house

- client-specific

Proxy vote solicitation and support

* Vote status (for the receipt or processing of ballots) is not automatically given to vote providers by sub‐custodians. The process of tracking

and auditing voting instructions is an industry‐wide challenge.

Institutional Investor Perspective


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Participants Swiss Counsel Homburger AG David Oser, Partner

Custodians BNP Paribas Marco Citrini, Head of Product Management / Simon Belser, Head of

Operations BNY Mellon John Hudson, Global Custody Product Manager Citibank NA Maike Bechtel, Securities Country Manager / Karin van Lockhorst,

Assistant Vice President, Securities Processing Manager Julius Baer Barbara Egli, Head of Proxy Voting KAS Bank NV Roy Slager, Income Collection, Global Proxy and Agent Services Pictet & Cie Sven Crausaz, Team head, Proxy Voting, Deputy Head of Corporate

Actions SIX SIS Ltd Gianfranco Falco, Product Manager, Asset Services UBS AG Peter Lorenz, Executive Director, Market Infrastructure and Stan‐

dards

Institutional Investors Blackrock, Inc Julia Wittenburg, Vice President, Corporate Governance and Re‐

sponsible Investment Capital International Ltd Rob Beale, Corporate Governance Specialist, Governance and Proxy

Voting Team UBS Global Asset Management Paul Clark, Global Head, Corporate Governance Services

Swiss Issuers Holcim Ltd Frank Rossini, Group General Counsel Nestlé S.A. David Frick, Member of the Executive Board / Michèle Burger, Gen‐

eral Counsel Corporate Novartis AG Peter Dreher, Head of Share Registry / Bruno Heynen, Secretary to

the Executive Committee (absent but helped in preparation of the roundtable)

Transocean Ltd Philippe Huber, Associate General Counsel and Corporate Secretary

Providers Broadridge Financial Solutions Myriam Sekrane, Market Specialist, Global Market Operations Hermes EOS Natacha Dimitrijevic, Associate Director Institutional Shareholder Services Les Turner, Product Manager, ISS Global Proxy Distribution IVOX GmbH Alexander Juschus, General Manager Innisfree M&A Incorporated Arthur Crozier, Chairman / Meredith Cole, Managing Director Lake Isle M&A Incorporated Michael Payne, Director EMEA / Julie Selby, Director UK

Acknowledgements

We would like to thank all the roundtable participants who contributed their time and thoughts on the proxy voting process in Switzerland. In particular, our thanks go to the person who encouraged us to go ahead with the project: Philippe Huber (Transocean). Les Turner (ISS), Paul Clark (UBS Global Asset Management), Peter Dreher (Novartis), and Sven Crausaz (Pictet & Cie) gave us invaluable advice and feedback along the way. We’d also like to thank Jennifer Shotwell and Sigrid Esser (Innisfree) for their valued contributions on the structure and content of the event and Bobby Barwick (Lake Isle) for her logistical support.

Documents

Swiss Proxy Voting Roundtable · Swiss Proxy Voting Roundtable Issues Summary Page 3 of 16 Introduction On 8th November 2012 in Zurich, 27 participants representing major Swiss issuers,