On 14 April F2iC - one of BETTER FINANCE's French member organisations - issued a press release arguing that the vote of shareholders, as the true owners of a company, should be binding without a company being able to use dilatory maneuvers to circumvent it. The press release follows the rejection by Stellantis’ shareholders of the executives’ remuneration report and highlights the disparities in the transposition of the revised Shareholder Rights Directive (SRD II) in the various EU countries. While the Sapin II law in France makes the ex-post vote on all variable or exceptional remuneration elements awarded for the past financial year binding, Stellantis is treating the vote as consultative.
Full Press Release:
If the shareholder is truly the owner of the company, then his vote should be binding.
Paris, 14 April 2022. The rejection by Stellantis’ shareholders of the executives’ remuneration report is an opportunity to highlight the disparities in the transposition of the revised Shareholder Rights Directive (SRD II) in the various EU countries. While the Sapin II law, confirmed in a response from the French Minister for the Economy, Finance and Recovery published on 9 March 2021, makes the ex-post vote on all variable or exceptional remuneration elements awarded for the past financial year binding, regardless of their form or nature, this vote is only consultative in many European countries. This includes the Netherlands, where Stellantis' headquarters are located.
In the press release issued after the general meeting on 13 April, the group "takes note of the feedback resulting from the advisory vote on the Remuneration Report in accordance with Dutch regulation on AGMs (...) and will explain in the 2022 Remuneration Report how this vote has been taken into account." That is to say, in one year's time! However, if shareholders are the true owners of the company in which they hold a share of the capital, their opinion should be binding without a company being able to use dilatory maneuvers to circumvent it.
"The attitude of the Stellantis board is very detrimental to shareholder democracy. Where is the affectio societatis? This is a real governance issue", says Charles-Henri d'Auvigny, President of the F2iC
This is why the F2iC is calling for a standardisation of executive remuneration practices in Europe as practiced in France.
Furthermore, Charles-Henri d'Auvigny "salutes the lucidity of Stellantis' shareholders who, without questioning the excellence of the group's management's work, have reminded it of the limits of the value of merit. And this at a time when everyone is being asked to make an effort and events of great gravity are occurring or are likely to occur in Europe.
- Read the full press release in French here.