The Role of Shareholders. QED Conference

Transcription

1 The Role of Shareholders QED Conference Brussels, 29 June 2016

2 About Better Finance Better Finance, the European Federation of Investors and Financial Services Users, was founded in 2009 under the name of EuroInvestors Better Finance advocates for all financial services users: private shareholders, bond holders, fund investors, pension fund participants, life insurance policy holders, bank savers, mortgage borrowers, etc. Today Better Finance represents 50 national associations which in turn have about 4.5 million European citizens as members. Its activities are supported by the European Commission. President: Jean Berthon (FAIDER) 2 Managing Director: Guillaume Prache

3 Why individual shareownership matters Long-term evolution of share ownership in the EU Share of EU listed companies equity 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% 39% 5% 25% 13% EU households Investment Funds 3

4 years Why individual shareownership matters Average Holding Period for a Stock on the NYSE 4

5 Why individual shareownership matters The Capital Markets Union initiative aims at increasing long term financing for the EU economy, through more developed equity markets, in particular for SMEs. è Individual shareholders are typically long term co-owners of listed companies in Europe è Individual shareholders are less risk averse: they are more active on small and mid cap than on big cap markets, unlike institutional ones. è Recent academic research (US, France) shows individual shareholders tend to be contrarians (unlike institutional ones who tend to be momentum investors): they improve markets liquidity. è The CMU recognises the primary role of households in the financing of the economy and the need to revive the equity culture. We need more direct links between savings of households and the assets in which their funds are deployed (J.Kay) 5

6 Major barriers to shareholder engagement in the EU «single» market Cross- border vo+ng within the EU: The most an+quated, fragmented and ineffec+ve process in the financial services industry Ø Shareholders o8en deprived from vo<ng their shares cross- border o8en no provision of necessary vo<ng info and materials in <me, and o8en subject to paying a fee Ø Too many shareholders are deprived of their vo<ng rights as their holdings are lodged in nominee or omnibus accounts Ø Shareholder associa<ons in the EU are not enough recognised and supported as an effec<ve way to facilitate small shareholder engagement Ø Votes cast by non resident shareholders can be legally invalid 6

7 Better Finance s Eurovote 7

8 The current EU policy The revision of the Shareholder Rights Directive Proposal from the European Commission for a Revision of the Shareholder Rights Directive (2007/36/EC) 9 April 2014 Introduction of Country-by-Country Reporting debate following the Luxleaks scandal 08/07/2015 Plenary vote in the European Parliament: decision of the MEPs to send the text back to the JURI Committee Trilogues have started between Parliament, Council and the Commission but final agreement not in sight yet 8

9 The Shareholder Rights Directive: eliminate the barriers to shareholder engagement Cost free voting should be ensured to all EU individual shareholders, both at national and cross-border level within the EU, to achieve an EU single market for engaged share ownership. No discrimination in exercising shareholders rights across borders. Efficiency and effectiveness in the voting chain between shareholders and issuing companies Voting Rights for the shares in Nominee Accounts (or for those cases where a third party is holding shares on behalf of endinvestors) should be provided without any restrictions to the beneficial owners. 9

10 The Shareholder Rights Directive: eliminate the barriers to shareholder engagement Introduction of a harmonised record date throughout Europe The confirmation of ownership at record date should in any case be sufficient proof to attend and vote at a general meeting, and should be automatically provided electronically to all beneficial owners. The right of association for the collective defence of their rights is of utmost importance for shareholders. Moreover, no unjustified barrier should exist preventing shareholders of a given company to associate among themselves. There should be a legal recognition of shareholder associations as the best mechanism for the involvement of small shareholders with the companies they co-own. Shareholder associations must be able to easily collect and exercise proxy votes 10

11 SRD: other issues The ownership structure of companies should be known not only by the issuers but also by the shareholders and shareholder associations. Nevertheless, the privacy of shareholders with holdings below a certain threshold should be respected if they so wish. Both companies and their owners (shareholders) should be entitled to start shareholder identification processes, based on equal grounds. EU intermediaries should provide EU domiciled issuers with the list of the foreign share-owners (not the financial intermediaries/depositaries of their clients shares) Shareholders should approve the remuneration policy and report as proposed by the EC, and shareholders must be informed about the maximum ratio between fixed and variable pay of directors, about the maximum possible pay in a best case scenario and about pay caps. 11

12 SRD: other issues Shareholders should be allowed to vote on relevant related party transactions exceeding 5 % of the companies assets or transactions. Most individual shareholders are by nature long term holders. Issuers could reward long term shareholding further through the mechanism of loyalty shares. However, there should be no departing from the one share, one vote principle. Lastly, not-for-profit proxy advisors representing individual investors should be exempted from costly reporting and transparency constraints. 12

13 Thank you for your attention