The proxy cards for the 2023 general meetings of Aevis and Swatch Group did not offer shareholders the possibility to delegate their voting rights, which the Ethos Foundation regrets as it makes it more difficult to exercise this fundamental shareholder right. The procedure for exercising such an option was also not specified in the document either.
Aevis and Swatch Group were the first two listed companies in Switzerland to hold general meetings without a physical venue (virtual AGM), respectively yesterday and today. However, as Ethos feared since the revision of the Swiss Code of Obligations made this option possible, these first two 100% virtual AGMs have resulted in a deterioration of shareholders' rights. Indeed, neither of the two proxy cards sent by Aevis and Swatch Group to their shareholders allowed the delegation of voting rights to another shareholder. The procedure for exercising such an option was not specified either.
Ethos' first virtual intervention at the Swatch AGM
During Swatch's AGM, the Ethos Foundation expressed its concern about the way the proxy card was established and asked for corrections for next year if the company wished to continue with its virtual AGM approach.
Ethos also took the opportunity to ask the board of directors to strengthen its independence by appointing new independent members. At Swatch, the average term of office of the members of the board of directors is over than 17 years, while the average term of office of SPI companies is just over 7 years.
Ethos maintains its demand to maintain a physical location for the general meeting
For the Ethos Foundation, these first virtual AGMs have neither convinced nor demonstrated that they can be a solution that safeguards the interests of shareholders. Ethos believes that companies should allow their shareholders to choose how they wish to participate in the general meeting. It is therefore essential to maintain a physical location. Ethos will continue its dialogue with Swiss listed companies to ensure that shareholders' rights are protected.
The Ethos Foundation, which has always encouraged shareholders to take part in the general meetings of the companies in which they are co-owners, believes that the best way to increase participation is to organise "hybrid" AGMs, i.e. both a physical meeting and a live broadcast on the company's website with the possibility to vote and intervene remotely. In this way, shareholders can continue to choose the most convenient way to exercise their voting rights. Moreover, holding a hybrid AGM does not require any changes to the company's articles of association.