Shareholders most likely to contest executive pay resolutions during European AGMs in 2023, says Georgeson

LONDON, UNITED KINGDOM: Shareholders in European companies were most likely to contest resolutions related to executive pay during the 2023 AGM season, according to global shareholder engagement firm Georgeson.

In its annual 2023 European AGM Season Review, Georgeson analysed proxy voting data from annual general meetings (AGMs) in seven European markets (the UK, the Netherlands, Germany, Spain, France, Switzerland and Italy).

The report found that more than a third (36.1%) of resolutions relating to executive pay were contested (defined as attracting 10% or more negative votes) — similar to the proportion during the 2022 season (37.1%).

However, within the category of executive pay, the report found that the proportion of resolutions relating to remuneration reports that were contested by shareholders rose to 42.9% from last year’s 39.4%, while the proportion of resolutions on remuneration policy that were contested declined more significantly to 29.2% from 34.8%.

The proportion of director election resolutions that were contested increased slightly to 11.7% from 11.2% in 2022.

By contrast, the proportion of share issuance resolutions that were contested declined to 13.8% from the previous year (14.5%).

AGM season

The majority of listed companies have already started contemplating their 2023 AGMs, and these AGMs are predominantly scheduled to take place between September and November 2023.

The Georgeson’s report also highlighted the impact of an ‘against’ recommendation from proxy advisors ISS and Glass Lewis, with the majority of company resolutions that received shareholder opposition also receiving ‘against’ recommendations from the advisors.

Domenic Brancati, Global COO of Georgeson, said: “Although the numbers show that shareholders in European companies continue to perceive a misalignment between compensation and shareholder interest, they seem to be taking issue with the way policies are implemented, not how they are structured.

“Director elections also remain in focus, as shareholders continue to use their votes to express dissatisfaction about specific matters such as board diversity and climate change.

“Our work elsewhere in the world tells us that the increase in the portion of disputed director election resolutions is a global trend and underlines the need for companies and boards to actively engage with their shareholders.”

European corporations navigate evolving ‘Say on Climate’ landscape amid heightened investor focus

The 2023 AGM season also marked the third year that European companies have experienced ‘Say on Climate’ resolutions.

24 European companies presented voluntary Say on Climate resolutions: a decrease from the previous year (36), but twice as many than in 2021 (12).

The report noted that companies in the UK (FTSE 350) and France (SBF 120) contributed the majority (17) of Say on Climate resolutions in the 2023 season. Companies in Germany and Portugal introduced their first Say on Climate resolutions this year.

Daniele Vitale, Head of ESG in UK/Europe at Georgeson, said: “Several companies transitioned to a three-year Say on Climate resolution cycle, which may have contributed to the decline in resolutions this proxy season.

“Investors have also conveyed their intention to cast votes against directors they perceive as failing to disclose, manage or oversee climate risk.

“The decline in Say on Climate proposals may indicate that companies are exercising caution because of this heightened investor scrutiny.”

Contrasting corporate governance dynamics

German DAX companies experienced the highest share of contested director elections in 2023 (18.7%). UK FTSE 100 companies saw the lowest share of contested resolutions (3.2%).

Switzerland SMI companies saw the largest share of contested remuneration report resolutions (68.4%). Despite a 5.2% annual increase in the proportion of contested remuneration reports, the UK remained the market with the lowest share of contested resolutions of this type (20.2%).

Spanish IBEX 35 companies saw the highest share of contested remuneration policies (47.4%), followed closely by French CAC 40 companies (45.2%). Whilst only one of the nine remuneration policies (11.1%) put forward at DAX companies in Germany was contested.