ERAFP summary report on voting at Annual General Meetings (AGMs) in 2013

Paris, 18 July 2013 – As the majority of the largest French companies have held their Annual General Meetings (AGM), the French Public Service Additional Pension Scheme (ERAFP) can now report on the results of voting by its representatives at the AGMs of the 40 companies that it has placed under close review.

In March 2013, ERAFP, as a long-term investor and signatory of the Principles for Responsible Investment, enhanced its guidelines on shareholder engagement and its voting policy. During the 2013 season, asset management companies acting on behalf of ERAFP voted in line with this policy and these guidelines in respect of every share in its portfolio.

Shareholder voting at the 40¹ AGMs was marked by the low proportion of challenged resolutions, which reached 4% of the total number of votes, less than in 2012 (6%), although shareholders objected more significantly to resolutions relating to certain topics:

• transactions on capital that would dilute the shareholder base,
• related-party agreements, in particular those relating to post-employment benefits for senior executives,
• the appointment or re-appointment of directors
• authorisations to grant stock options or allot free shares

The asset management companies used the votes attached to shares held by ERAFP in order to:

• vote "against" almost all related party agreements providing for post-employment benefits for senior executives and all stock option plans;
• object to a large number of resolutions because of the excessive number of mandates held by certain candidates, the lack of independence of certain boards or an insufficient number of women on the board;
• vote "against" resolutions to approve the financial statements of banks when the financial reporting package did not include itemised country-by-country data;
• object to a considerable number of resolutions relating to the appropriation of income, because they felt the dividend was too high.

Lastly, they voted in favour of six non-financial resolutions submitted by shareholders at two separate AGMs.

A detailed report on voting by ERAFP’s representatives at AGMs in 2013 can be downloaded from the Socially Responsible Investment section of the RAFP website, www.rafp.fr.

¹ 37 French companies and three foreign companies