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Knight Gianella Board of Directors' Survey 2016/17in cooperation with the Corporate Governance Competence Center of the
of Board members in listed and large non-listed Swiss companies
Introduction
• Knight Gianella Board of Directors' survey
The "world" of corporate governance is still rotating at high speed and provides board directors regularly with new challenges. Besides political changes in parameters such as equity law revision, corporate tax reform, mass immigration initiative and Service Public Debate, additional economic complexities are added with their opportunities and risks, such as digital transformation. The requirements and conditions for Board activities are transformed both objectively and subjectively presumably also with an impact on mood and motivation of boards of directors. To understand this better and to draw the right conclusions, a representative analysis of the state of affairs can be helpful. This is what we want to offer you this year as an affected member of the Board.
In collaboration with the Corporate Governance Competence Center of the University of St. Gallen headed by Prof. Andreas Binder, Knight Gianella has drawn up a list of questions and has commissioned Dichter Research to conduct an anonymous online survey of the members of the board of directors of listed and non-listed larger companies in Switzerland.
• Knight Gianella (www.knightgianella.ch)
Knight Gianella focuses on the national and international direct search for executives and consultancy in filling key positions at executive management and board level for selected companies and organisations. Founded in 1965 as a member of a US advisory group since the mid-nineties we have been an independent, Swiss thinking and acting partnership with a boutique character. We are pleased to offer consultancy for our clients for specific succession plans or new appointments through a sensitively designed process. Our qualities are extensive consulting experience in exceptional entrepreneurial or personnel situations. Other quality characteristics are our highly professional international research coupled with an exceptional network of relationships. Our success rate in recent years is 98%, the repeat business is over 70%. On average over the last fiscal years, the two partners Sandro V. Gianella and Stephan Reifferscheid have occupied successfully and sustainably approximately thirty positions at top management and the Board level.
For discussion and to answer your questions please contact Sandro V. Gianella as initiator of the Knight Gianella Board of Directors‘ survey by calling +41 44 421 29 03 or svg@knightgianella.ch
2
November 2016
Table of Contents• Context
• Conclusion
• Results
Context
Audience and terminologyBoard members of listed and large non-listed Swiss companies in German-speaking Switzerland (DCH) and Western Switzerland (FCH).The report uses the term Board member for Chairmen/women and board members.
MethodsAnonymous online survey by DICHTER RESEARCH AG, Institut für Motiv- und Marketingforschung, Zürich according to the prior writteninformation of the target persons (personal motivation letter) by Knight Gianella.Implementation of the survey from 1 September to 4 October 2016.
Sample, response rate, representativenessTotal n = 158 members of Board committees • 95% in DCH and 5% in FCH• 18% women and 82% men • 62% Chairmen/women and 38% Board members
Very high response rate of 32% of the 489 Board members contacted.The 158 participants represent 742 Board mandates.High representativeness of the study for the Swiss economy.
3
November 2016
Conclusion (1)
• The surveyed Board members assess the conditions for working in Board committees in 2016 as being basically similar to 2015 and as highly challenging.
• It shows a consolidation of the values on a high negative level with a partially slight decrease of the peak seen in 2015.
• In particular, the time and communication pressure that was still quite intense in 2015 is perceived as slightly less burdensome due to gradual acclimatisation to the new situation.
• The negative development in the recruitment of capable members of supervisory Boards feared by participants as well as in the competence of the Board members appears not yet to the extent expected, but there is scepticism in this regard for the future.
• The positive personal state, weighted against the benefits, the efficiency and motivation, is 37% in 2016 and slightly lower than 2015 with 44% and 2014 with 52%, i.e. currently only slightly more than one third of the Board members perceive it as good and it shows a further downward trend (in future 34% good, 16% bad).
• The main reasons for this are conflicts within Board committees and the lack of trust of the public, politicians, the media and shareholder activists in Board committees. The reduced creative leeway which was in the focus of attention in previous years has lost relevance due to the latent familiarisation with the new situation.
• This results in a relatively high tendency for the members of the Board of Directors to be willing to abandon their role of approximately 40% in both listed and non-listed companies, which has remained stable compared to previous years.
• The survey in 2016 confirms the results of 2015 that the OAER (Ordinance Against Excessive Remuneration in Public Corporations) has no impact on the amount of compensation of the Board and senior management.
• The requirements of a Board are becoming increasingly extensive, the Board of Directors is increasingly becoming and developing into an "all-singing, all-dancing all-rounder" with heavy emphasis on the topics of expertise and sectoral knowledge to the detriment of general management skills.
• These technical requirements for a Board member are difficult to reconcile with the required content, financial and temporal independence and with flexibility.
• These increased demands will continue to complicate the recruitment of capable Board members due to the increasingly limited number of candidates that meet the required criteria and are available.
4
November 2016
Conclusion (2)
• Also in future, external Board mandates for management members will still be allowed, but limited to one to two mandates per person.
• Both the importance of proxy advisors and shareholder activists will increase.
• Until now, shareholder activists are still not such an important topic on the Board agenda, although previous experience with shareholder activists were latently negative and unhelpful. And only two-thirds have a strategy for coping with shareholder activists in their Board committees.
• The currently prevailing topics of Board committes are strategy, the digital transformation as well as human resource and succession planning.
• The gender guideline proposed by the Federal Council is regarded for both Board committees and Senior Management-committees, as implementable by 40%. The new framework conditions for Senior Management-bodies (20% women, 10 year transition period) have led to a significantly higher deemed practicability than last year (40% vs. 9%).
• The pressure regarding quarterly results has clearly decreased compared to 2015, and more than half of the surveyed Board members are in favour of abolishing quarterly reporting.
5
November 2016
41
37
45
31
28
26
24
22
11
87
79
59
66
37
31
29
21
16
73
69
61
61
32
29
20
19
3
0 10 20 30 40 50 60 70 80 90 100
Time required, effort
Communication pressure
Society influence/Politics/Public/Media
Reputation pressure
Authority to decide
Personal benefit, Motivational state
Recruitment of eligible members of the Board of Directors and Managers
Remuneration policy for the Board of Directors and top management
Competence/Quality/Professionalism of Chairman/woman, Board of Directors
Actual state 2014 (after adoption of Minder initiative) n=161 Actual state 2015 (after implementation of OAER) n=150 Actual state 2016 (after implementation of OAER) n=158
Percentages values for “Today worse than previously”
November 2016
1. Changes in the conditions: Comparison Actual State 2014 – 2015 – 2016
2014: "What TODAY is different in your activities as a Board member since the adoption of the Minder initiative ("rip-off initiative") and the mass immigration initiative, i.e. BETTER OR WORSE or has remained THE SAME?"2015: "TODAY which of the following criteria have become BETTER or WORSE or remained THE SAME compared to the period prior to implementation of the OAER (Regulation against excessive remuneration for listed stock corporations (formerly Minder initiative))?2016: "Please think now, about your activities TODAY as a Board member. How have the following areas changed since the implementation of regulation against excessive remuneration for listed stock corporations (OAER; formerly Minder initiative)? "
The outcome in 2016 compared to the previous year is stable or slightly lower, a consolidation at a high level is apparent.2015 was the peak, especially in terms of time required and communication pressure. Meanwhile, the Board members seem to have become used to this new situation and perceive effort and pressure less negatively than in the previous year.The competence of the Board members are judged higher than 2014 and 2105, which is probably related to the then prevailing negative mood.
6
November 2016
1. Changes in the conditions: Comparison Expectations 2014 - Expectations 2015 – Actual State 2016
57
40
44
34
27
26
37
29
19
74
72
62
65
34
33
39
25
29
73
69
61
61
32
29
20
19
3
0 10 20 30 40 50 60 70 80 90 100
Time required, effort
Communication pressure
Society influence/Politics/Public/Media
Reputation pressure
Authority to decide
Personal benefit, Motivational state
Recruitment of eligible members of the Board of Directors and Managers
Remuneration policy for the board of directors and top management
Competence/Quality/Professionalism of Chairman/woman, Board of Directors
Expectations 2014 (after adoption of Minder initiative) n=161 Expectations 2015 (after implementation of OAER) n=150 Actual State 2016 (after implementation of OAER) n=158
Percentages values for “worse”
2014: "What do you presume will change IN FUTURE in your activities as a Board member after IMPLEMENTATION of Minder initiative and the mass immigration initiative, i.e. will become BETTER OR WORSE or remain THE SAME?"2015: "In your activities as a Board member which of the following criteria do you presume will IN FUTURE after entry into force of the reform of corporate law pursuant to the proposal of the Federal Council become BETTER OR WORSE or remain THE SAME? "2016: "In your opinion, what impact will the planned reform of corporate law have (according to the decision of general principle of the Federal Council in December 2015) IN FUTURE in the following areas in your Board of Directors?"
The actual status in 2016 coincides largely with the expectations in the year 2015.The recruitment of capable members of supervisory Boards and the competence of the Board committees, however, is clearly lessnegative than feared in 2015. The negative development expected by respondents in 2015 is not yet distinctly felt at the moment.
7
November 2016
1. Changes in the Conditions: Comparison Actual State 2016 - Expectations 2016
73
69
61
61
29
32
20
19
3
61
57
54
52
29
27
26
18
13
0 10 20 30 40 50 60 70 80 90 100
Time required, effort
Communication pressure
Society influence/Politics/Public/Media
Reputation pressure
Authority to decide
Personal benefit, Motivational state
Recruitment of eligible members of the Board of Directors and Managers
Remuneration policy for the board of directors and top management
Competence/Quality/Professionalism of Chairman/woman, Board of Directors
Actual status (since implementation of OAER) n=158 Expectations 2016 (after implementation of OAER) n=158
Percentages values for “worse”
2015: "TODAY which of the following criteria have become BETTER or WORSE or remained THE SAME compared to the period prior to implementation of the OAER (Regulation against excessive remuneration for listed stock corporations (formerly Minder initiative))?2015: "In your activities as a Board member which of the following criteria do you presume will IN FUTURE after entry into force of the reform of corporate law pursuant to the proposal of the Federal Council become BETTER OR WORSE or remain THE SAME? "2016: "In your opinion, what impact will the planned reform of corporate law have (according to the decision of general principle of the Federal Council in December 2015) IN FUTURE in the following areas in your Board of Directors?"
From today's perspective the elected representatives surveyed state that the time required as well as communication and reputation pressure will not deteriorate further in the future, but will tend to continue to decrease slightly.The recruitment of capable members for the Board of Directors is however expected to be more difficult and the competence and quality of Boards of Directors will decrease. This negative process expected already in the years 2014 and 2015 is more sluggish than the other areas, and will have an appreciable effect only in the future. But in this respect there is still great scepticism, a negative development is expected by the respondents.
8
88
37
22
14
93
51
35
25
13
91
88
87
81
46
42
32
15
9
0 20 40 60 80 100
of YOURSELF in the Board member of other companies
among Swiss shareholders
among institutional investors
among foreign shareholders
among proxy advisors
among politicians
in the public
in the media
among shareholder activists
2014 n=161 2015 n=150 2016 n=158
November 2016
2. Trust in Boards of Directors
Percentages "high trust"
Question 9: "How high (in your view) is trust in the Board of Directors of companies in Switzerland? "
From the perspective of the elected representatives surveyed trust in Board members remains high compared to 2014 and 2015 only in shareholders and between the Boards of other companies. In the case of politicians and among the general public a slight increase of trust in Board members is evident.The trust of the media in Board members is seen unchanged as deep and trust in shareholder activists even deeper.
9
Shareholder2014: 87%2015: 90%
November 2016
3. Personal ConditionQuestion 4: "How do you assess your personal condition in the Board of Directors? Your personal evaluation regarding benefit / efficiency and motivation keeping in mind the requirements, opportunities for participation, time effort and personal identification (meaning, joy, stress, frustration).Please express your personal condition with a score of 1 through 10: 1 = very negative personal condition; 10 = very positive personal condition
Also in the current status of the Board members surveyed, a stabilisation at a high level is evident and the decrease in satisfaction levels off. The positive state in 2016 is in line with expectations from 2015, the negative condition is not feared to be quite as deep as last year.
6859
4352
4437 42
36 34
3040
5345
5359 51
51 50
2 1 4 3 3 4 713 16
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2014 n=161 2015 n=150 2016 n=158 2014 n=161 2015 n=150 2016 n=158 2014 n=161 2015 n=150 2016 n=158
Poor score (rating 1-5)
Moderate score (rating 6-8)
Good score (rating 9-10)
condition EARLIER condition FUTUREcondition TODAY
10
November 2016
4. Board members' commitment or Board members' willingness to renounce their position Question 7: "How do you assess your readiness today to commit in the Board of Directors of a listed company or to renounce a Board mandate? " "Question 8: in companies which are NOT listed?"
Board members' commitment or renunciation has remained constant compared to 2015. Again, about 60% of the elected representatives surveyed show both in listed as well as large non-listed companies a clear readiness of Board members to commit and almost 20% a clear readiness to renounce their position. The positive motivator of teamwork has become increasingly important. Among the negative motivators conflicts are more in focus than last year, however the little leeway has lost its high relevance. This, too, seems to have to do with the latent familiarisation to the new situation observed earlier.
positive motivating factors
+ to shape, to cause to happen →+ Teamwork ↗+ Challenging activities ↙+ Strategic work →
negative motivating factors
Conflicts ↗ Loss of trust → Overregulation → Little leeway ↙
55 55 5967
62 60
26 2524
1817 22
19 20 17 1521 18
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2014 n=161 2015 n=150 2016 n=158 2014 n=161 2015 n=150 2016 n=158
Clear readiness of Board member to renounce Latent readiness of Board member to renounce
Clear Board member readiness to commit
listed companies unlisted companies
11
November 2016
5%
87%
6%2%
General impact of OAER on Board members remuneration
increased remuneration
unchanged remuneration
reduced remuneration
8%
87%
4%1%
Adaption of Senior Management remuneration
1%
94%
3%2%
Adjustment of Board members remuneration
increase no adjustmentreduction I do not wish to respond
5. Specific current developments for Board activities (1) n=158
55%32%
10%3%
Future development of Board members/Senior Management remuneration model
more complex standardization
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
As in 2015 again in 2016 it is evident that the OAER (Ordinance Against Excessive Remuneration in Public Corporations) had little effect on the amount of compensation for Board members and senior management.Increasing complexity is further expected in remuneration models.
6%
84%
7% 3%
General impact of OAER on Senior Management remuneration
12
2015
13
81
6
2015
12
80
8
November 2016
5. Specific current developments in Board activities (2)
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
The predominant theme on the Board agenda is clearly strategy followed by the digital transformation and the composition of the Board of Directors and senior management as well as human resource and succession planning.Concerning strategy additionally the core topics of consolidation pressure and innovation and in relation to the policy framework, regulation and compliance were mentioned. Shareholder activists currently are less relevant for the Board agenda.
13
90
64
61
51
34
27
7
9
27
34
37
48
48
22
1
7
5
11
17
24
50
0
2
0
1
1
1
21
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Strategy/business model/portfolio(consolidation pressure, innovation)
Digital transformation (Industry 4.0)
Composition of management and humanresource planning
Composition of board members andsuccession planning
Cost saving measures
“Political” conditions (regulation, compliance)
Activist shareholders
very relevant fairly relevant less relevant not relevant
f) What is the relevance of the following issues in your "Board agenda"?
n=158
November 2016
5. Specific current developments in Board activities (3)
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
The influence of the Board of Directors has undergone a relatively large change with respect to all of surveyed areas, and it is most evident in reputation management.
14
35
17
17
11
10
40
53
45
49
53
17
18
24
27
27
7
11
13
10
9
1
1
1
3
1
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Reputation management
Corporate communication
Corporate culture
Issue management
Financial communication
strong moderate low not at all I can not judge
g) To what extent has the influence of the Board of Directors changed in regard to...
n=158
November 2016
5. Specific current developments in Board activities (4)
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
The digital transformation is a key issue for the Board of Directors and causes it to exert a relatively strong influence. The biggest focus is on the adaptation of the strategy, the smallest on the creation of a CDO position.
15
66
45
43
33
26
25
11
25
40
41
49
52
43
36
6
9
11
12
17
24
27
3
6
5
6
5
8
26
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Strategy review/strategy adjustment
Promote agility
Force corresponding investments
Extend digital competence to the Board of Directors
Change corporate structure
Promote diversity/Talent management
Create CDO position
strong impact moderate impact low impact no impact
h) To what extent do you as a Board member influence the digital transformation in your company? For example:
n=158
November 2016
5. Specific current developments in Board activities (5)
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
By "Independence of the Board of Directors" the Board members surveyed mean primarily the avoidance of conflicts of interest.Furthermore, financial independence is important, representing a personal opinion, specific expertise and personal credibility or integrity.
16
i) What do you mean by "Independence of the Board of Directors"?
88
57
30
16
13
5
4
0 10 20 30 40 50 60 70 80 90 100
no conflicts of interest, no dependencies (personal, political,supervision, company)
financially independent, sufficient time
own opinion, question, open discussion culture, lateral thinking, civilcourage
special competences, experience
character, values, credibility, personal integrity, trust
only committed to the shareholder
ready to renounce mandate
Percentage values, multiple answers, open questions n=158
November 2016
5. Specific current developments in Board activities (6)
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
The demands on Boards of Directors have increased enormously in recent years in all areas. The increased emphasis on topic-specific expertise and sectoral knowledge is causing the Board increasingly to become an expert panel at the expense of general management capabilities.
17
42
40
39
24
20
19
13
47
43
49
46
51
54
43
11
17
12
30
29
27
43
0
0
0
0
0
0
1
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Specific topic knowledge (finance, compliance,digitization, business models, etc.)
Availability, temporal flexibility
Board members competence
Leadership qualities
Knowledge of the sector
Management experience (e.g. CEO/Management)
Orientated towards consensus, teamwork
much higher requirements somewhat higher requirements no change deeper requirements
k) To what extent in recent years have the demands on Boards of Directors changed with regard to ...
n=158
November 2016
5. Specific current developments in Board activities (7)
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
On the one hand, the recruitment of new Board members in the future will become more difficult due to the OAER, but on the otherhand, mainly due to the increased demands and the greater amount of time required.
18
3
8
22
31
36
33
37
24
2
4
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
l) In your opinion will recruiting future Board member become more difficulton account of the OAER?
m) In your opinion will recruiting future Board member become more difficultfor other reasons?
a lot fairly a little not at all I can not judge
For what other reasons will the future recruitment of new Board members become more difficult?
n=158
57
36
26
17
7
0 10 20 30 40 50 60 70 80 90 100
increased demands, competences, diversity
time requirements, effort, availability
addhesion, reputation, pressure (media, society), quotas
restrictions on leeway, excessive regulation
limited number of candidates
Percentage values, multiple answers, open end question n=114
November 2016
5. Specific current developments in Board activities (8)
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
In the future, the vast majority will approve one or a maximum of two external Board of Directors' mandates for Senior Management members. In listed companies, a person should mostly be able to undertake up to four Board of Directors' mandates, in large unlisted companies up to six mandates.
19
84%
16%
n) As a member of the Board of Directors will you, in the future approve external board mandates for
CEO/Management members?
yes no
32
18
48
34
19
33
1
15
0% 20% 40% 60% 80% 100%
p) In your opinion, what is the maximum number of external Boardmandates memberships should one be allowed to assume in large
listed companies?
q) In your opinion, what is the maximum number of external Boardmandates memberships should one be allowed to assume in large
unlisted companies?
n=158
one to two three to four five to six more than 6
45 39 16
0% 20% 40% 60% 80% 100%
o) If Yes in 2n: How many external Boardmandates will you approve in future for
CEO/Management members?
n=133
one two three to five
n=158
November 2016
5. Specific current developments in Board activities (9)
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
In the future there will be a mix between professional board members and non-executive board members. The changeover of CEOs to the Board of Directors of the same company is problematic for almost half of the Board members surveyed and not problematic for one third. The importance of proxy advisors and shareholder activists will increase clearly for more than half in future.
20
91%
9%
r) In future will there be only “professional board members”?
yes, only professional Boardmembersmixed
no, no professional BoardmembersI cannot judge
24
15
41
44
26
32
6
4
3
5
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
t) In your opinion will the significance of proxy advisors increase?
u) In your opinion will the presence of shareholder activistsincrease?
n=158
a lot fairly a little not at all I can not judge
35%
18%
45%
2%
s) How do you judge the transition of a CEO to the Board of Directors?
unproblematic
only after a two-year break
problematic
I cannot judge
n=158n=158
November 2016
5. Specific current developments in Board activities (10)
Question 2: "And now some specific questions about current developments in your work as a member of the Board of Directors"
Just over half of the Board members surveyed already have experience with shareholder activists. Again, for about half of these people, the experiences are negative and unhelpful for their work as a Board member. The experience of the other half has been neutral or positive and helpful.
21
55%
45%
v) As a board member do you already have experience with shareholder activists?
yes
no
7%
48%
45%
w) If Yes, is your experience with shareholder activists positive, neutral or negative?
positive
neutral
negative
48%
52%
x) If Yes, is this experience with shareholder activists helpful in your work as a board
member?
yes
no
n=158
n=87
n=87
November 2016
6. Gender guideline
38
41
9
40
29
34
58
38
33
23
33
18
2
4
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
for Boards of Directors in 2015 (30%, 5 years)
for Boards of Directors in 2016 (30%, 5 years)
for Senior Management in 2015 (30%, 5 years)
for Senior Management in 2016 (20%, 10 years)
2015 n=150; 2016 n=158
viable not viable transition period too short I can not judge
69
64
46
19
21
13
0
19
76
63
38
23
22
9
3
12
0 20 40 60 80 100
Forced talent management of internal female executives
Forced external recruitment of female executives
Redrafting the succession plan
Giving preference to female candidate
Increase the size of the boards
Decrease the size of the boards
I can not judge
other
Percentage values, multiple answers
2015 n=150 2016 n=158
Question 10: "How do you assess the feasibility of the gender guideline proposed by the Federal Council? Within a transitional period of 5 years the proportion of women inBoards of Directors should reach 30%, for Senior Management bodies 20% with a transition period of 10 years."
«Question 11: Should the gender guideline become a reality for Boards of Directors and Senior Management, which approach you favour from today's perspective in the implementation of the guideline?»
Appoaches
The Board members surveyed consider the gender guideline for Boards of Directors proposed by the Federal Council to be feasible to the same extent as in the year 2015. The changed conditions (smaller percentage, longer transition period) have led to a significantly higher approval of the feasibility in Management committees.If the gender guideline will be enshrined in law, internal talent management and external recruitment of female executives would be fostered.
22
November 2016
24
51
32
27
17
47
33
16
0 10 20 30 40 50 60 70 80 90 100
Should shareholders be more involved in the corporate governance of listedcompanies?
Should shareholders focus more on best practice rules (e.g. "Guidelines forinstitutional investors") and be measured by that?
Should shareholders in the context of corporate law revision also assumecertain governance obligations?
Should the behaviour of shareholders be controlled by economic incentives?
Percentage “Yes”
2015 n=150 2016 n= 158
7. Shareholder governance in public companies (1)
Question 12: "Finally, a few questions about shareholder-governance in public companies"
From the perspective of the Management Boards surveyed the influence of shareholders is tending to decrease somewhat. The Boards of Directors have a clear picture of the shareholder structure, but only partially of a strategy relating to attacks by shareholder activists. Shareholders should orientate themselves to follow the best practice rule and let themselves be judged by that. Governance obligations, control of shareholders through economic incentives and the involvement of shareholders in corporate governance on the other hand are less suitable.
80
73
71
64
93
62
0 10 20 30 40 50 60 70 80 90 100
In your opinion has the influence of shareholders increased in recent years?
In your opinion will the influence of shareholders increase in the comingyears?
Does your Board of Directors have a clear picture of the shareholderstructure and possible changes?
Does your Board of Directors have a strategy and crisis management inregard to possible emerging shareholder activists?
Percentage “Yes”
2015 n=150 2016 n= 158
23
November 2016
7. Shareholder governance in public companies (2)
Question 12: "Finally, a few questions about shareholder-governance in public companies"
Almost all Board members surveyed consider sustainable corporate strategy as important, and the shareholders play each to about one half a large or small role in pursuing a sustainable strategy. The emphasis on quarterly results has clearly decreased compared to 2015, and more than half of the Board members surveyed are in favour of abolishing quarterly reporting.
97
45
73
64
92
49
38
41
0 10 20 30 40 50 60 70 80 90 100
How important is the element of sustainability in your corporate strategy anddevelopment?
In your opinion, what role do shareholders play in pursuing a sustainablesuccessful coprorate strategy?
To what extent is the board subject to the dictates of the quarterly results?
In your opinion, how large is the pressure of shareholders in relation toquarterly results?
Percentage value important/large/strong/large
2015 n=150 2016 n=158
58 16 25 1
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Do you approve of abolishing quarterly reporting?
n=158
yes irrelevant no I can not judge
24
November 2016
What do you think of incentive schemes to solve the problem of unregistered shares?
8
5
9
6
6
4
41
37
29
36
19
22
51
57
62
56
75
72
1
2
2
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Loyalty dividends 2015 n=150
Loyalty dividends 2016 n=158
Loyalty subscription rights 2015 n=150
Loyalty subscription rights 2016 n=158
Loyalty voting rights 2015 n=150
Loyalty voting rights 2016 n=158
I think a lot of it I think it is worth examining I don't think of it I can not judge it
6
4
47
33
47
35 28
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
2015 n=150
2016 n=158
I think a lot of it I think it is worth examining I don't think of it I can not judge it
7. Shareholder governance in public companies (3)
What do you think of the following reward systems for long-term investors?
Question 12: "Finally, a few questions about shareholder-governance in public companies"
As a reward system for longer term investors loyalty dividends and loyalty subscription rights are the most to be deemed worthy of consideration. Loyalty voting rights receive less credit. One third of the Board members surveyed believe that incentive systems to solve the problem of unregistered shares are worth considering.
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Project management: Beatrice Rudolf, Thomas Bucher
Implementation: DICHTER RESEARCH AGMotivational, Marketing and Market ResearchStauffacherstrasse 27, CH-8004 ZurichTel: +41(0)43 810 09 09, Fax: +41(0)43 810 09 01Email: info@dichter.ch, URL: www.dichter.ch
International connections: Long-standing business relationships with partners in Europe, North and South America, Asia and Oceania
DICHTER RESEARCH AG is subject to the quality standards of:
vsms (Swiss Association of Market and Social Research)
Esomar (The World Association of Research Professionals)
Additional Memberships: SEVAL Swiss Evaluation SocietySwissfuture Swiss Association for Future Research
November 2016
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