(December 2009 version)
Chapter A Principles
Chapter B The Agenda
Chapter C Operating Framework
VIP represents shareholders, who may in some cases wish to remain anonymous, and gives a legal attestation of what it has done, without resorting to compromises of any kind whatever.
Conflicts of interest are minimized at VIP as a matter of principle, and where necessary documented; the mandator is the beneficial owner, not an issuer.
To guarantee these basic preconditions, VIP concentrates on its core business of AGM representation, which it bills the shareholder represented directly for. VIP explicitly rejects any search for economic or commercial compensation through honorary positions, counter-performance elsewhere, or client consultancy or investment tips.
VIP looks for a medium- to long-term business relationship with the shareholder, inter alia because it means that alongside the local (to the issuer) CG Code, internal ?voting guidelines? for the customer can be developed and adapted.
VIP offers the shareholder influence over the vote up to the last minute, and gives the client forthwith, at the decisive moment, the documentary proof that the instructions have been complied with (voting receipts).
In the case of shareholder rights specific to countries (attendance fee, protocol signing, right to sue, class action etc.), VIP supplies assistance so that the goal and/or will of shareholders represented can be complied with at the AGM and be reflected in the vote, in international contexts too.
It is a principle for VIP that where guidelines (whether a client?s or contained in a local Corporate Governance Code) are present, they should be complied with. On specific questions case-by-case decisions are not ruled out. Experience shows that detailed questions even the most refined regulations cannot answer often arise.
DISCHARGE to board and supervisory board will normally be granted, unless there is loss of trust because of unsatisfactory performance, poor or unclear results, failure to respect laws or the charter, lack of respect for shareholders, or inappropriate remuneration.
Among grounds for criticism and subsequent non-discharge may be:
- absent or insufficient independence
- non-compliance with necessary cooling-off periods
- dependency between officials and bodies (including personally ? culture differences secondarily)
- inappropriate remuneration (too little, too much, wrongly structured)
- regular non-compliance with recognized sustainability rules (especially PRI ,
CDP or Best Practice Rules)
VIP welcomes appropriate forms of codetermination, gauged by fair interaction between capital and labour, while preserving the capital risk.
Clearly, each executive must head only one firm, whereas a supervisory board member may hold several appointments and even chairs ? depending on competence and experience. Limits on total workload (main post plus ones outside the group, or chairs) and age (mid 60s) should be complied with.
DIVIDEND is expected at least at the level asked for and as a rule at an average of 30-60% of internal yield ? dividend being understood as made up of cash component, share buybacks and similar proceeds.
Excessive dividends will not be rejected, though criticized.
VIP accepts linking shareholder attendance and participation in voting with drawing of dividend ? as long as the additional drawings do not go to proxy agents.
SAY-on-PAY is a special discussion on discharge. VIP supports the point and will explain positions in responsibility for shareholders. Where necessary shareholder motions will be put and supported ? without releasing the board from liability. It is a matter for the beneficial owners to set markers here (especially in the light of the recently reworked NED remuneration guidelines - www.ICGN.org ), which VIP basically recognizes, taking account of ?malus? effects and capital tie-in of management beyond the operational phase.
The general meeting is not the initiator of or competent for micro-management, but the reflector and framework-setter in macro-management.
AUDITORS will be elected only if demonstrably independent, which must be properly guaranteed by the client and by the relationship of auditing to consultancy turnover ? auditing turnover must predominate. The appropriateness of pay must be assessed by the auditor himself; alternation of people and posts is a precondition for the presumption of independence.
The auditor should make statements about committee work ? especially Audit and Appointments ? or check reports made about it.
CHARTER-amending freedoms (share buybacks, authorized capital etc.) will be allowed management by VIP if it has deserved trust and demonstrably secured operational success ? otherwise they will be refused.
Takeover barriers are to be removed, not created.
Outline authorizations are essentially not to be made use of superficially, and if at all with specific justifications, not on the basis of a prior general decision.
The issuer must always remain a ?good citizen? and stay within the recognized framework of sustainable management and ESG (Economic Social Governance).
Supplementary motions or counter-motions on agenda items or (special) audit motions are an autonomous right of shareholders, and are the appropriate last resort in the event of justified mistrust or damage. VIP
regards it as a matter of course not to make such motions off its own bat, but to put, defend and achieve them at the instance of shareholders.
Where doubtful contents of reports or accounting practices are in question, they will be discussed with management; in voting on the choice of auditor the findings will be brought out. The auditor is a trustworthy guardian of undisclosed details and must remain so.
The organization and delimitation of powers must be, and remain, so designed as to be in, or be brought into, harmony with the controlling elements of the commercial interests of the issuer?s bodies and officials, in such a way as to secure the interests of the shareholder remote from day-to-day business, as well as of other stakeholders. In principle, resolutions of relevance to bodies and officials should be voted on in their entirety ? as soon as any suspicion arises, the shareholder must have the right of individual discussion (discharge, election, SoP etc.).
On all resolutions of any scope, it must be ensured that the effects do not augur dangers for the long-term profitability of operational processes. Internationally recognized regulatory arrangements of investors (www.icgn.org) must be complied with, or departures from them explicitly justified.