Report on International Corporate Governance 1 st April st March 2013

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1 Report on International Corporate Governance 1 st April st March 2013 The International equity team voted on 727 meetings between April 2012 and March 2013, an increase of 9 percent from last year. The table at the end of the report gives a detailed illustration of the voting results. The percentage of meetings voted against management on at least one proposal is 47 percent, a marginal decline from 48 percent last year. The number of individual proposals voted contrary to ISS is down from 22 to 18. Asia Pacific and Emerging both had an increase on the percent of votes against management. The region with the highest percentage of contrary votes to management is Europe, with 56 percent. The expectation for this proxy voting season was to see a continued focus on director compensation and performance monitoring. The outcome is in line with the expectations. Globally the most contentious items have been director elections increasing 42 percent, remuneration plans up 17 percent and the requests for share-issuances up 27 percent from the previous year. North America In North America the main area of dissent has been political contributions, executive compensation and the separation of the CEO and chairman role. This is the second year since the introduction of the Dodd Frank Act, requiring companies to provide shareholders with a non binding vote on compensation programmes. The Funds have seen a big reduction in the number of votes against management on this proposal, declining from 11 last year to 5 this year. The low level of repeat offenders in the fund and in the market as a whole, suggests the non binding vote is having an influence on management. A media network and entertainment company in the portfolio is the only holding to see a vote against management for two consecutive years on the advisory proposal to ratify named executives officers compensation. The proposal last year achieved a very low level of support by shareholders with 56.9 percent. This year the company failed to address issues over the CEO s compensation structure and the large increase in equity grants. The company s share price and earnings performance improved strongly over the year, which has been reflected in the CEO s total remuneration increase of 15.6 percent to $42 million. This is 30 percent higher than the average non executive officer at the company and 52 percent greater than the median of the CEO peer group. Additionally a lack of disclosure on target performance goals and the choice of peer group, raised concern. The CEO has also received above target payouts annually for most of his tenure, even though the company s performance has lagged the peer group. This questions the suitability of the performance criteria. One of the most high profile meetings of the year was the annual meeting of a large supermarket operator. This followed allegations of bribery to the Mexican government by the company s subsidiary. In April 2012 The New York Times published an article exposing what it called systematic bribery efforts at the company s Mexican subsidiary between 2002 and 2005, with the purpose of accelerating new store openings. According to the report, in 2005 a former executive at the subsidiary provided information about facilitation payments to members of the legal office. Internal investigators found reasonable suspicion that the company had violated U.S. and Mexican laws. While acknowledging that the bribery incidents were only allegations, the parent company s 1

2 management failed in its response to the allegations by not mounting an independent investigation. This reflects poorly on the company s internal compliance structure. The Funds voted in line with ISS, against the re-election of four directors; the current CEO, former CEO, Chairman and audit committee chair. At the AGM of a US Investment Bank the Funds voted out of line of ISS recommendations, against the election of an independent board member and chairman of the risk committee. Four days before the AGM, the company revealed a multi-billion dollar loss in its chief investment office. The Funds believe the risk committee should have had stronger risk controls in place to prevent such a case. In his role as the chairman of the company s committee, the independent board member should be held accountable for this failure. The disclosure of political contributions was of particular focus this season, with the number of contrary to management votes increasing to 15 from 10 last year. The 2010 Citizens United decision of the US Supreme Court to address corporate political spending issues has raised the profile of the proposal. Shareholders asked companies to report on their direct and indirect lobbying payments and for a description of the decision making process and its oversight, a move the Funds support along with ISS. A diversified financial service company and oil exploration company were two examples of independence concern with a non-independent director serving on key board committees. In the case of the financial services company the nominee is the father of the manager at a prominent subsidiary. At the oil exploration company the nominee served as the president and COO of the company until 2008 and so is deemed as an affiliated outsider. The presence of non independent directors on key committees such as the nomination committee, may limit the oversight role of management. Having fully independent members of the three committees, audit, nomination and compensation helps ensure effective monitoring of the management functions. The Funds voted against management seven times on director proposals, compared to eight last year. In a vote contrary to ISS recommendations, the Funds voted in favour of an independent director who served on the board of a global logistics company. ISS argued that the nominee was over stretched due to his role as CEO of a UK listed beverage company and a member of at least three other boards. Although not in favour of over-extended directors, the Portfolio manager voted in favour of the nomination due to the level of insight a CEO can bring to the board. This includes such elements as the nominees role as deputy Chairman of the UK department of energy and climate change. Japan Director elections, statutory auditors and severance payments were the main areas of contention in Japan. The much publicised accounting fraud of last year caused much public debate, but failed to result in legal reform on corporate governance practices. Unfortunately the hope for a move in legislation to require at least one independent director fell short. The Tokyo Stock Exchange (TSE) is looking to implement a comply or explain ruling, similar to that in the UK, for the 2014 proxy season. BAPIML has been involved in discussions with the TSE over the best way to implement this. Although board independence is not being driven by regulatory change, there is evidence of an improvement in the adoption of independent directors, be it from a low level. Almost half of all listed companies have no outsider directors and the percentage of companies that meets appropriate levels of independence is only 30.7 percent, according to ISS data. The number of votes against director elections by the Funds has increased slightly year on year from 9 to 11. The majority of these are due to a lack of independence on the board. ISS has taken a harsh line on companies that do not have at least one independent 2

3 director in place, recommending a vote against the re-election of the chairman and the CEO. The general line the Funds have taken is to vote against the Chairman of said company and vote with management on the election of the CEO. The Funds believe that the CEO plays a significant role in the decision making and running of the company that it would be not in shareholders best interests to vote against their re-election. An example of this is in the case of one of Japans largest consumer electronic companies, who has an entirely insider designated board that operates under a traditional Japanese two tier board structure with statutory auditors. The Funds voted against the election of the chairman but for the re-election of the CEO. The role of the statutory auditor and their independence level is very significant in Japan and the Funds continue to focus on appropriate levels of independence to promote board oversight. The number of votes against the appointment of statutory auditors has declined from 31 to 20 from last year, but remains at an elevated level. The proposal at an auto manufacturer is an example of a company putting an affiliated outsider up for election as an independent outsider. In this case the candidate has a relationship with the one of the company s major lenders. The Funds voted against the election in line with ISS. Severance payments were the third most contentious item in Japan. The approval of special payments in connection with the abolition of retirement bonuses attracted six votes against management, in line with last year. Disclosure on all forms of remuneration is poor in Japan. Retirement bonuses have traditionally made up a substantial proportion of directors and auditors total remuneration. The bonus amount is often left to the discretion of colleagues. Japan has a culture of receiving higher compensation the longer the employee has worked for the company, irrespective to their contribution. This is no different at the board level. The problem is that the bonus amounts are not disclosed making it impossible to deem if the payment is appropriate. A number of companies are scrapping their traditional retirement bonus plans due to shareholders concern over linkage to performance a move BAPIML fully supports. Management compensation in Japan is relatively low compared to global standards but the lack of performance based remuneration is a key problem when looking to align management interests with those of shareholders. 75 percent of executives in Japan receive a fixed salary with equity based awards such as stock options counting for a very low percentage of remuneration. This is in stark contrast to the US where only 9 percent of executives on average are paid a fixed salary. 60 percent of the total CEO compensation package for S&P 500 companies is equity based. Asia In Asia, the main areas of dissent are director elections, re-issuance of repurchased shares and stock option plans. In a change of trend, the proposals to issue shares without preemptive rights and the re-issuance of repurchased shares in Hong Kong saw an increase in the amount of votes out of line with management, compared to a decline last year. There were 36 issuance and 25 re-issuance requests voted against. This general mandate is standard practice in Singapore, Malaysia, Thailand and Hong Kong. The problem that persists in Hong Kong is the size of the potential issuance, which can be up to 20 percent of share capital. The other countries set a maximum issuance cap at 10 percent. In comparison the UK has a guideline for a 5 percent maximum increase in share capital. The Hong Kong Stock Exchange amended its corporate governance code and associated listing rules, placing more emphasis on director fiduciary duties and key committee compensation. One of the code changes set out criteria for at least one third of the board to be made up of independent directors. In an example a Chinese mobile operator has a 3

4 board made up of seven executive directors and three non executive independent directors. The 30 percent level of board independence falls short of the suggested Hong Kong corporate code and the company failed to explain why the board does not include a sufficient number of independent directors. The majority of the 14 votes (40 percent of the total) against management to re-elect a director in Hong Kong is due to the lack of independence on the board. In Australia there were high pre season expectations that companies would face strong opposition to remuneration plans, similar to the move seen in the UK. Australia introduced a two strikes law on executive remuneration which came in to effect from The law stated if at least 25 percent of the votes cast are against the resolution on compensation, for two consecutive annual meetings, then shareholders get to vote on a spill resolution to determine if a follow on meeting should be called. The follow on meeting is to consider the election of the directors. In reality the result was muted as companies made active progress in disclosing and discussing remuneration practices with shareholders. The Funds only voted once against management on a remuneration proposal. The terms of the company s current and proposed long term plan fall short of local market standards. Non executive directors receive performance rights on similar terms to those granted to executives and termination benefits for senior executives are potentially excessive. In addition the majority of performance grants will vest within two years from issue and that 60 percent of the performance rights under the 2012 share plan will vest within one year. The Australian Council of Superannuation investors (ACSI) guidelines recommend a minimum vesting period of three years. At the same meeting the resolution for a potential future grant of performance rights to the current directors was also voted against by the Funds, due to a lack of disclosure surrounding the grants vesting period and performance hurdles. Additionally non-executive directors could also participate in the plan. The resolution to gain approval for an increase in the maximum aggregate remuneration for non-executive directors was also voted against. Although current non executive director s remuneration is below the peer group, the increased cap of 200 percent from $500,000 to $1.5mn as an aggregate amount is seen as overly excessive. The Funds voted contrary to ISS on remuneration at one meeting. ISS recommended voting against management due to the lack of disclosure over the short term incentive plan and the CEO s bonus level. In dialogue with the company the portfolio manager was satisfied with the structure of the incentive plan and the CEO s fixed remuneration has been significantly under the peer group average, whilst the company has considerably outperformed the benchmark. The CEO was also pivotal behind a major development deal. Stock option plans in Asia Pacific had 10 votes against management versus 11 last year. Restricted stock awards were introduced for the first time in Taiwan, subsequent to the new amendments by the regulator. A limited amount of companies proposed a new restricted stock award plan and those that did failed to give the required disclosure. A Taiwanese electronic assembly company is an example where there was a lack of disclosure related to the eligible employees included within the plan and a failure to specify the performance hurdles applied to the incentive scheme. The Funds voted against the proposal which was voted down at the AGM. In the case of an Indian pharmaceutical services company, the Funds voted against the stock option plan due to the level of discount. The exercise price of the options is set at par value, representing a discount of 99.7 percent to the share price at the time of the AGM. 4

5 Europe The two most contentious items in Europe are director elections and remuneration plans, in line with last year. Russia accounts for 27 percent of total European votes against management. The majority of the proposals voted down in Russia are director elections and due to the Russian markets unique commercial law that requires cumulative voting for directors at all companies. Most firms further complicate the process with contested board seats, putting forward more candidates than there are seats available on the board. The Funds focus on the level of independence of the board and the most suitable candidates for the position. BAPIML have been informed that despite best efforts, all the vote instructions for Russian domestic market meetings were rejected by the sub-custodian. At present the Russian financial regulator does not recognise UK pension Funds as legal entities and therefore does not allow segregated accounts to be opened in their name. As a result, the Funds custodian place holdings from the Russian local market into a pooled account with other institutions. In a pooled account, if institutions chose to vote the same way, with all of their holdings, then a vote can be cast without a problem. However, if an institution decides to vote differently, partially vote or abstain from voting, the votes will be rejected in the local market. A French bank had a large amount of support for a shareholder proposal to move from a one tier combined chairman/ CEO, to a two tier board structure. By moving to a two tier board structure, separating the role of CEO and Chairman, the governance structure and oversight is likely to improve. The shareholder proposal was fully supported by BAPIML. Meeting results show that the proposal at the French bank was voted down with 75 percent opposition to management. At the same meeting the employee stock option plan was voted against by the Funds. Although supporting share plans on aligning employee interests with those of shareholders, the potential dilution of this plan is viewed as excessive. Employees currently control 7.6 percent of issued capital and the new plan would increase this to at least 10.2 percent, with a potential 20 percent discount to the share price. The French media company shareholder meeting had the highest level of votes against management by the Funds in Europe. Proposals on severance payments, share issuance without pre-emptive rights, supervisory board election and an increase of the share capital were voted against. The severance agreements, payments, triggering events and performance criteria for four management board members are not deemed in line with best market practices. The total amount of severance payments may exceed twice the board members annual cash remuneration, as they are based on both cash remuneration and annual target bonuses. The target bonuses have been regularly met, suggesting a low performance hurdle. Two supervisory board members were voted against due to a low level of board independence, at 14 percent. A level of 50 percent for non-controlled companies is deemed more appropriate. Director terms are also seen as excessive at 6 years, compared to the preferred 4 year terms. The final area of contention is the share issuance proposal. Under the proposal shareholders would allow the company to issue new shares and various equity linked products, with and without pre-emptive rights. The main issue with these proposals is the level of discount which may reach 10 percent without pre-emptive rights, versus an ISS guideline of 5 percent. The company could also use these authorities to issue equity during a takeover bid, if the proposal to allow management to use all outstanding capital in the event of a public tender offer or share exchange was passed. The ratification of the Turkish commercial code in January 2011 has led to some signs of improved governance standards, but basic disclosure policies remain a key issue. The 5

6 Turkish best practices code calls for at least one third of the board to consist of independent directors. The code also specifies director tenure to be kept at a maximum of seven years and lays an appropriate definition of independence. This positive move unfortunately has not been reflected. An example is the Turkish petroleum refinery company, which had two proposals voted against by the Funds. The proposal to ratify the director appointments was voted against management due to the basic issue of the company failing to disclose the names of the director candidates. Electing directors is the most important share ownership right that shareholders can exercise. The problem in this case is that the company is majority held by a private holding company and controlling shareholders generally present their proposals for the director candidates at the shareholder meeting. The proposal regarding charitable donations and approval of the upper limit of donations in 2013 is a proposal that saw the Funds vote against in 29 percent of Turkish meetings. In the case of the Turkish petroleum company, they failed to disclose what the proposed upper limits were, leaving little choice but to vote against. Emerging markets In Latin America, director proposals and remuneration plans continue to have the highest level of dissent by the Funds. Brazil saw 18 votes against management, accounting for 28 percent of the meetings voted in Brazil. On a relative basis Mexico and Chile had a higher proportion of their meetings voted against, with 60 percent against for Mexico and two thirds against in Chile. In South Africa 51 percent of the meetings had at least one proposal voted against management. The majority of the votes against management in Brazil were remuneration related. The Brazilian regulator has implemented changes over the past two years, implementing in depth compensation disclosure requirements. The disclosure requirements are in line with international standards. However a large number of companies opt not to disclose more than the total company level compensation for the year because of privacy concerns and security risks. Those companies that did give better transparency often failed to include long term equity pay in the disclosure. The board nomination process in Brazil and Mexico remain a point of contention. In Mexico the issue persists that over 90 percent of listed companies do not release the names of director nominees prior to the meeting. In Brazil, where historically boards have been heavily influenced by the controlling shareholder and its appointees, there are concerns on the lack of independent oversight. Market practice requires companies listed in the Novo Mercado (new market), a listing segment of the Sao Paulo Exchange, to have a minimum of 20 percent of the board to be independent. BAPIML believes that this level is insufficient and agrees with ISS that as free floats have generally been improving, the minimum standard of 20 percent is too low and a level of 30 percent is more appropriate. The regulator in 2010 tried to raise the minimum standard to 30 percent but was voted down by the exchange members. A Brazilian logistics company, with a 55.2 percent free float and a Brazilian insurance company, with a 62 percent free float are two examples of independence concerns. Both companies look to maintain their current 20 percent level of board independence even with a relatively high share free float. Of note the insurance company has stated the intention of increasing the level of independence, if and when the company s free float reaches 70 percent. The company would then look to raise the level of board independence to 40 percent. The current average board independence in the market is 34 percent. The proposal to adopt the memorandum of incorporation (MOI) has the highest area of dissent in South Africa. This follows on from the new companies act that was finally implemented in The revised listing requirements, taking a cue from the King III code of best practices, specifies that a minimum level of one-third of a company s non 6

7 executive Directors (NED s) must retire by rotation each year. Directors are eligible for re-election by shareholders if the board so determines. Most listed companies as in the case of an African mining company have stuck to the guidelines set out by the listing rules and best practices. The problem is that the new MOI excludes executive directors from retirement by rotation, applying to NED s only. This raises the concern that while new executive directors will need shareholder approval for initial election, they will not be required to go before shareholder approval in the future. BAPIML believes in the importance of having regular director elections to show support or register concern on an individual director basis. Fifteen percent of investee companies in South Africa had a vote against the management s proposal on executive remuneration. Remuneration disclosure has continued to increase, with now around percent of companies in the market providing shareholders with an advisory vote on the remuneration policy, as recommended by the King III code of best practices. One of the recurring problems is the complete lack of, or insufficient, performance criteria. Using the example of the African mining company, a significant portion of the equity incentives do not require performance conditions to be met prior to vesting. Specific performance targets had not been disclosed and the conditions were amended during the year. The vesting period for the performance shares has been extended from two to four years, with the performance targets assessed annually after the first two years. This could potentially lead to a retesting of the targets. For these reasons the Funds voted against management in line with ISS recommendations. Outlook The focus is likely to remain on remuneration policies and director selection over the coming year. A hugely significant move has already been seen in Japan. Japans largest car manufacturer in March announced the retirement of three executive vice presidents from the board and the appointment of three outside directors for the first time. This included a foreign director, a former US auto manufacturer vice president. Global regulators are upping the pace of reform; a move that BAPIML hopes will be positive and not diverge from the path of improving corporate governance standards. BAPIML will continue to engage with companies and regulators on corporate governance issues. Originator: International Corporate Governance Manager 7

8 Date: 10 th September

9 International Corporate Governance 1st April 12-31st March 13 Total number of meetings voted Asia Pacific Japan Europe America Emerging Total Total number of meetings voted Voted FOR on all proposals or voted in line with all management recommendations % of votes For 58% 58% 44% 51% 55% 53% Voted AGAINST on at least one proposal or voted against a management recommendation % of votes Against 42% 42% 56% 49% 45% 47% Voted ABSTAIN on at least one proposal % of votes Abstained 0% 0% 0% 0% 0% 0% Took NO ACTION % of votes with no action 0% 0% 0% 0% 0% 0% 9

10 Breakdown of voting on individual proposals Asia Pacific Japan Europe America Emerging Total Number of individual proposals where voted against management in line with ISS recommendation Adopt jurisdiction of incorporation as exclusive forum for certain disputes 1 1 Advisory vote approving executive compensation 5 5 Amend articles of association Amend articles of incorporation Amend Bylaws Anti takeover measure 4 4 Appointment of statutory auditor Approve allocation of incomes and dividends 3 3 Approve CEO Pension scheme 1 1 Approve change of registered capital for finance of company 1 1 Approve consultation fee 1 1 Approve dividend 3 3 Approve donations/ limitations Approve early termination of board of directors 2 2 Approve new edition of regulations for board of directors 1 1 Approve related party transactions 6 6 Audit committee election Authorise board to ratify, execute and approve resolutions 2 2 Authorise increase in capital Bond Issuance Director Election Discharge auditors 2 2 Discharge board 3 3 Dividend Approval 1 1 Elect committee member 7 7 Enviromental and social issue 1 1 Increase in borrowing powers 1 1 Issue debenture 1 1 Other business Place authorised but unissued shares in control of directors 5 5 Re-issuance of repurchased shares Release restrictions of competitive activities of directors 3 3 Remuneration plan Severance Payment Share Issuance Share Issuance without Pre-emptive rights Share repurchase Stock option plan Supervisory board member 9 9 Warrant issuance 3 3 Against mgmt/ voting for shareholder proposal - Adopt proxy access right 2 2 Against mgmt/ voting for shareholder proposal - Amend articles of association 4 4 Against mgmt/ voting for shareholder proposal - Amending bylaws to call special meetings 5 5 Against mgmt/ voting for shareholder proposal - Approve recapitalisation plan 1 1 Against mgmt/ voting for shareholder proposal - Declasify board of directors 4 4 Against mgmt/ voting for shareholder proposal - Eliminate forum bylaw 1 1 Against mgmt/ voting for shareholder proposal - Environmnetal and social issues 9 9 Against mgmt/ voting for shareholder proposal - Exectuive compensation and disclosure Against mgmt/ voting for shareholder proposal - Political proposals (disclosure, contributions, lobbying) Against mgmt/ voting for shareholder proposal - Provide right to act by written consent 9 9 Against mgmt/ voting for shareholder proposal - Reduce supermajority vote requirement 3 3 Against mgmt/ voting for shareholder proposal - Reduction in capital reserves 1 1 Against mgmt/ voting for shareholder proposal - Require independent board chairman Against mgmt/ voting for shareholder proposal - Require majority vote for elections 2 2 Against mgmt/ voting for shareholder proposal - Submit shareholder rights plan (posion pill) 1 1 Number of individual proposals where voted Against contrary to ISS recommendation to vote for Director Election 1 1 Against mgmt/ voting for shareholder proposal - Provide for cumulative voting 7 7 Against mgmt/ voting for shareholder proposal - Dividend approval 1 1 Against mgmt/ voting for shareholder proposal - Share repurchase 1 1 Number of individual proposals where voted For contrary to ISS recommendation to vote Against Director Election Dividend Approval 2 2 Remuneration plan 1 1 Statutory Auditor 1 10

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