At the wake of the new season of General Meetings, ethos has just published the January 2004 edition of its Proxy Voting Guidelines. Since the May 2002 edition, several sections of the Guidelines have been updated to take account of the very rapid developments in best practice in corporate governance.
Specifically, changes have been made to the sections on approval of the accounts (dividend policy), the Board of Directors and its committees (size, composition, members’ availability), the external auditors (independence, unauthorised activities), remuneration policy and the capital structure. As a result, some of the voting recommendations have also been changed and new ones introduced. Given that there are major differences from one country to another in terms of legal framework, corporate governance and awareness of environmental and social issues, ethos continues to adapt whenever it can to the particularities of the different countries, while maintaining a number of minimum requirements applicable to all.
In 2003, substantial progress was made in terms of corporate governance, both in Europe and worldwide. In Switzerland, the new SWX Directive (issued by the stock exchange) on corporate governance provided considerable impetus for greater corporate transparency.
