VOTING POLICY Updated on 1 May 2012
As a fund management company under French law and specialised in equities, Financière de l’Echiquier owns shares in listed companies via the investments it makes on behalf of third parties. Consequently, and in application of the prevailing regulation, Article 314-100 of the General Regulations of the French financial markets authorities, the AMF, Financière de l’Echiquier, a fund management company approved by the AMF under the number GP 91004 hereby presents its "Voting Policy for Shareholder General Meetings": Organisation of the exercise of voting rights The management company has a team of buy-side managers and analysts responsible for obtaining information on and analysing the resolutions presented by managers of the listed companies in which Financière de l'Echiquier's UCITS are invested. The end vote according to the terms described hereafter is made by the manager(s) concerned or by the analyst who undertook the analysis of the resolutions proposed during the general meeting. The Collective Management assistance team is responsible for communicating to the depositary the voting decision as well as the amount of shares concerned. Principles determining cases in which the management company does not exercise its voting rights The management company has set itself the following voting principles: -The exercise of voting rights necessarily takes place as soon as the management company, via the UCITS it manages, owns more than 1% of the capital or voting rights of a company. This threshold, originally set at 2% was reduced to 1% as of 1 May 2012. Indeed, in reality, Financière de l’Echiquier very often votes as of the threshold of 1% of the capital and voting rights. This reduction thereby testifies to the reality of our practices and the aim of Financière de l’Echiquier to have an active policy in terms of the exercising of voting rights. Financière de l’Echiquier has chosen this threshold for two main reasons: -It considers that below this level, the management company does not have a significantly high and influential stake in terms of voting rights.
- In addition, in view of the practices of listed companies that the management company has observed, Financière de l’Echiquier estimates that this threshold is representative of that statutorily adopted by a large number of listed companies who would like to have precise knowledge of their shareholders. - The exercise of voting rights takes place for French equities and respectively since 2008 and 2010, for European and international equities. However, given the extensive legal factors that need to be implemented in order to exercise voting rights, Belgium, Denmark, Finland and Sweden are generally excluded from the scope of our voting. However, in the specific case of Echiquier Major, the SRI fund labelled by Novethic in 2011, we have pledged to vote systematically irrespective of the percentage of voting rights owned and the country from where the company originates. Principles of voting policy Financière de l’Echiquier is a fund management company whose core business is stock picking. This management style consists of a strict selection of shares by implementing a process involving direct meetings with the companies in which the funds invest. After these meetings, each case undergoes a fundamental analysis, backed by a rating developed internally. For the stocks chosen, buying and selling prices are set based on a medium-term valuation. The stocks chosen have therefore undergone a highly selective and qualitative process. The methodology involving the setting of buy and sell prices helps take positions on stocks showing future growth potential on the market. As such, when Financière de l’Echiquier's fund managers invest in listed stocks, they have full confidence in the managers of the company and agree with the strategies chosen by these managers. The management company invests in companies that create value for their shareholders. Consequently, there is theoretically no fundamental reason to oppose management and the resolutions for which they request approval from shareholders at their general meetings. These concern decisions warranting a change in the statutes, approval of the accounts and earnings allocation, the nomination and revocation of management bodies, the designation of auditors. Financière de l’Échiquier carefully considers any resolution that is not in the interests of the company or its minority shareholders and is particularly vigilant concerning five specific points, namely:
The issue of shares with no preferential subscription rights for people that are already shareholders. Capital increases in the event of a takeover bid and all other anti-takeover measures. The issue of equity warrants and all other securities providing access to capital to the exclusive benefit of one category of shareholder (namely employees) thereby causing the dilution of other shareholders. The approval of regulated conventions, if their content is contrary to good governance rules or is not easily accessible. The nomination and renewal of board member mandates, by analysing in detail the CVs of the candidates proposed. We make sure the age and skills of the directors are compliant with the interests of the company.
Consequently, in these precise cases concerning the defence of minority shareholders, who are indirectly bearers of units in Financière de l'Echiquier's UCITs, the management company reserves the right to vote against such resolutions or to abstain. Conflicting interests In general, Financière de l’Echiquier relies on an organisation and a definition of restrictive rules for its managers, employees and board members in order to limit as far as possible and to control if necessary the risks of conflicting interests. Therefore: -Financière de l’Echiquier is a fully independent fund management company owned by its managers and employees. It is therefore not dependent on any financial institution with numerous activities that could be at the origin of conflicting interests. -In addition, all of the company's employees are subjected to strict deontology rules concerning operations on financial markets on a personal basis. Every year, employees declare the securities accounts they have opened in their name or for which they have power of attorney. Employees can only invest via UCITS and/or a discretionary management mandate with Financière de l'Echiquier, which invests capital exclusively in UCITS. The Head of Compliance and Internal Control controls these operations à posteriori. - Finally, Financière de l'Echiquier is particularly vigilant concerning the risks of conflicting interests caused by eventual management mandates owned by board members of the management company. These situations are monitored by specific controls undertaken independently of the operating teams, aimed at managing possible conflicting interests likely to affect the free exercise of voting rights. How voting rights are exercised Financière de l’Echiquier favours postal voting, but depending on the circumstances, reserves the right to vote by actually taking part in the shareholder general meetings or by authorising the Chairman of the company to vote on its behalf or exceptionally by proxy.
Updated on 1 May 2012 This document can be updated at any time by Financière de l’Echiquier. It is available on simple request from Financière de l’Echiquier, 53 avenue d’Iéna 75116 Paris, Collective Management Department