Verhaltenskodex für Stimmrechtsberater

Ich ent­schul­dige mich, aber mein Deutsch ist ein biss­chen ein­ge­rös­tet –und mein Eng­lisch auch!-

Who’s afraid of the big, bad Proxy Advisor?

Proxy advi­sors are seen by many as the spu­rious sons of an arti­fi­cial and for­ced share­hol­ders’ acti­vism. They merely sell an insurance against cri­tics for the insi­tu­tio­nal share­hol­ders and making so have become law­ma­kers, empty voters and con­trol­ling share­hol­ders in the shadow, fil­led with unbe­ara­ble con­flicts of inte­rest. They seem more or less behe­mo­ths, and the poor old Boards trem­ble at the thought of them, and kneel begging for gra­cious appro­val of their fair propositions…One might say, quo­ting Cas­sius, ​“Upon what meat doth this our Cae­sar [name you favou­rite Proxy advi­sory firm] feed, // That he is grown so great? Age, thou art shamed!”

Let’s be serious. I think that the cor­po­ra­ti­ons are over­re­ac­ting. The real power of the Proxy advi­sors is still a mat­ter to be empi­ri­cally deter­mi­ned and pro­ved, and that is an almost impos­si­ble task: the ​“Post hoc ergo prop­ter hoc” fall­acy does not and never will allow an exact proof of the real influ­ence of these advi­sors. What seems unde­nia­ble, on the con­trary, is that a good and effi­ci­ent comu­ni­ca­tion policy of the cor­po­ra­tion toward their share­hol­ders can over­come an erro­neus or unin­for­med advice from one of these firms or from the most repu­ted eco­no­mic news­pa­per. And a duly inter­pre­ta­tion of the fidu­ciary duties of the insti­tu­tio­nal inves­tors toward their pro­pie­tors also can cor­rect bad coun­sel of these advi­sors. The only thing to do is to ask these advi­sors to do they work well, with care and loyalty. And the ones to ask for it are their princi­pals, i.e., their cli­ents. And is strange to see that are the issu­ers and not the insti­tu­tio­nal inves­tors those who are really con­cer­ned about their work, perhaps because, in fact, the insti­tu­tio­nal inves­tors do not really care about it…
Wouldn’t it be strange if, for instance, the Ford cor­po­ra­tion would demand the cor­rect repai­ring of their cars by a cer­tain work­shop chain but the owners of the cars would’nt com­p­lain at all? A bad repai­ring harms the Com­pany repu­ta­tion, it’s true, but in the end is the owner who rides the car –and risks his life-…
I really think that bes­i­des an incre­a­sed trans­pa­rency, not much can be done. The dil­li­gence of the issu­ers in giving a full and good infor­ma­tion and, spe­cially, the duty of the insti­tu­tio­nal share­hol­ders in requi­ring and pro­ces­sing that infor­ma­tion can not be limi­ted or out­sour­ced. On the con­trary, must be incre­a­sed. Any­way, the codi­fi­ca­tion of the duties of care and loyalty of the Proxy advi­sors will always be well­co­med! Let’s stay tuned!