Shareholder Impact

Engagement campaigns

Phitrust, the only asset manager to file 39 draft resolutions in France, is recognised as one of the pioneers of shareholder engagement in Europe. We act with the directors of CAC40 companies to change certain governance practices that appear to create imbalances or inequities for their minority shareholders and all stakeholders.

OBJECTIVE

Make your voice heard and influence the management of companies in the independence of consultancy, executive compensation, environmental and social policies, etc.

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MEANS

 Oral questions, written questions, or filing of a resolution, which is not an act of defiance towards the directors. Such a filing is intended to convince them that the subject is considered to be very important by the shareholders presenting it and to assess whether the other shareholders support the proposed resolution.

Last resolutions


AccorHotels
AG 2017

Resolution A

Respecting the “one share – one vote” principle


orange
AG 2015

Resolution D

Respecting the “one share – one vote” principle


vivendi
AG 2015

Resolution A

Respecting the “one share – one vote” principle

AccorHotels – Resolution A

 

Respecting the “one share-one vote” principle

 

DESPITE STRONG SUPPORT, RESOLUTION A WAS NOT ADOPTED

52.4% of shareholders voted in favor of our Resolution A, which proposed to adopt the single voting rights in the company’s Bylaws and to respect accordingly the “one share-one vote” principle.

However, this score did not allow the adoption of this resolution (a 2/3 majority was required), and will give double voting rights to the two groups of reference shareholders (JingJiang International and the QIA / Kingdom Holdings concert).

We hope that this vote will not result in the control of Accor by these shareholders to the detriment of the other minority shareholders.

Phitrust rappelle que :

– Faciliter la fidélité des actionnaires par un droit de vote double n’a jamais pu être prouvé. En revanche, des exemples récents montrent que les actionnaires de référence souhaitant maintenir ce droit sont ceux qui à terme prennent le contrôle de la société sans lancer d’offre publique obligatoire  et donc sans en payer le prix, lésant de fait les actionnaires minoritaires.

– La stabilité de l’actionnariat par le droit de vote double est aussi contestable; comme nous l’avons vu récemment, l’équilibre entre plusieurs grands actionnaires bénéficiant de droits de vote double peut conduire à une stratégie qui n’est pas dans l’intérêt de la société et de ses actionnaires minoritaires.

Quel intérêt peut donc avoir un actionnaire minoritaire qui ne souhaite pas prendre le contrôle d’une société à obtenir des droits de vote double ?

Supported by many long-term French and foreign investors, Phitrust will continue to actively participate in discussion at General Meetings about the impact of these double voting rights for minority shareholders.

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Orange – Resolution D

 

Respecting the “one share-one vote” principle

43.3% of shareholders voted in favour of resolution D, which proposed to restore simple voting rights in the company’s by-laws.

Taking into account the participation rate at the meeting of 67.2% and the distribution of capital (State: 25.1% and employees: 5.1%, i.e. 44.9% of the voting rights at this meeting), this result shows strong support from shareholders (78% of non-state and non-employee shareholders voted for resolution D).

Nevertheless, this did not allow the adoption of this resolution, and will thus give registered shareholders of Orange and the public shareholder the double voting rights authorised by the Florange Law.

In addition, five capital increase resolutions that could be implemented by the board during a public offer period under the new provisions of the Florange Law were rejected, investors thus showing that they wish to maintain the board’s neutrality during takeover bids.

Backed by many long-term French and foreign investors, Phitrust will continue to participate actively in debates on the impact of the Florange Law for minority shareholders during the Annual General Meetings.

I am participating

Contact us if you wish to participate in our future actions on this theme.

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Company

Vivendi – Resolution A

 

Respecting the “one share-one vote” principle

50.05% of shareholders voted in favour of resolution D, which proposed restoring simple voting rights in the company’s by-laws. This shows strong support from shareholders, although it is surprising that the quorum is almost the same as in 2014 (59% vs. 57%), while the Bolloré group has increased its stake by nearly 10% since the 2014 general meeting.

Nevertheless, this did not allow the adoption of this resolution, and will thus give registered shareholders of Orange and the public shareholder the double voting rights authorised by the Florange Law.

In addition, five capital increase resolutions that could be implemented by the Board during a public offer period under the new provisions of the Florange Law were rejected, investors thus showing that they wish to maintain the board neutrality during takeover bids.

Backed by many long-term French and foreign investors, Phitrust will continue to participate actively in debates on the impact of the Florange Law for minority shareholders during the 2015 General Meetings.

I am participating

Contact us if you wish to participate in our future actions on this theme.

Name

Email

Phone

Country

Company

Engagement themes

Fairness between shareholders:
respect of the “one share – one vote” principle

Voir la fiche

No measures
protecting the firm’s capital

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Separation of management functions

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Executive compensations

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The 39 resolutions filed by Phitrust

News

Carrefour: governance remains to be improved

Carrefour: governance remains to be improved

Phitrust has put at Carrefour’s AGM agenda several written questions concerning Governance issues.

Phitrust submits written questions for the Carrefour and Renault AGM

Phitrust submits written questions for the Carrefour and Renault AGM

In addition to Phitrust’s campaign on the « Science Based Targets » initiative, in which Carrefour and Renault are both committed, the Mutual fund (SICAV) Phitrust Active Investors France has submitted several written questions to the board of directors concerning the governance of both companies.

Phitrust encourages CAC 40 Companies to join the “Science Based Targets” initiative

Phitrust encourages CAC 40 Companies to join the “Science Based Targets” initiative

Phitrust, along with the investors of the Phitrust Active Investors France fund, has sent written questions to the executive boards of 34 companies listed on the CAC40 index in preparation of their 2018 Annual General Meetings, encouraging their participation in the Science Based Targets initiative.

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