Ethos Foundation publishes the 17th edition of its proxy voting guidelines and corporate governance principles. The 2018 edition specifies the expectations of Ethos for approval of the remuneration reports of listed companies. In particular, Ethos expects companies to increase transparency as to the variable remunerations which were paid out upon vesting of the grants at the end of the performance period.
The Ethos proxy voting guidelines are updated yearly to take into account the latest corporate governance developments. The 2018 edition marks continuity in the Ethos approach.
Main amendments compared to 2017
In light of the evolution of remuneration practices, Ethos specifies in its guidelines the criteria for approval of a remuneration report. In particular, more and more companies grant part of the variable remuneration in a deferred manner in the form of share-based plans. In such cases, the remuneration reports specify the values of the initial grants, but remain little transparent as to the amount finally released at the end of the performance period (vesting). In the context of approving remuneration reports, the guidelines include the following new rules:
• Explanation of the level of achievement for the different performance targets of the annual bonus.
• Publication of the realized value at the end of the performance period of the long-term plans. The report must specify the degree of achievement for the different performance targets as well as the amount paid out.
The guidelines are publicly available
The guidelines allow Ethos to define voting recommendations according to clearly fixed rules which are accessible free of charge at www.ethosfund.ch. These recommendations are used by the Ethos investment funds open to all investors, as well as by the institutional clients of Ethos Services, in particular a large number of Swiss pension funds. The Ethos voting positions for Swiss companies are published on Ethos’ website 48 hours before the respective annual general meeting.