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Bénédicte Hautefort’s Column

Crédit Suisse : Say-on-Pay is the ultimate expression of shareholder anger

Crédit Suisse held on April 4th its last ever Annual General Meeting, with more than 1700 individual shareholders, in a ice hockey stadium on the outskirts of Zurich. Shareholders expressed their anger on both Governance, Climate strategy and deal with UBS, but in the end voted almost everything, with narrow majorities. It is only on executive Say-on-Pay that dissidents managed to gather a majority against.

Chairman Axel Lehmann started the meeting apologising for failing to save Switzerland’s second-largest bank, which after 167 years of history is to be bought for CHF 3 billion by rival UBS. The bank had to be rescued, after having posted a CHF7.3 billion loss in 2022 as clients lost faith and withdrew CHF123 billion in assets.

The apology was not enough to calm the ire of the shareholders, who for five hours, taking the floor, one after the other, accused the top managers of ‘betrayal’. Ethos, foundation representing the interests of the Swiss pension funds and other relevant shareholders, denounced the ‘greed and incompetence of the managers‘, as well as the salaries that had reached ‘unimaginable levels’. While ‘shareholders have lost huge sums of money and thousands of jobs are at risk’.

As this was also the first in-person meeting since 2019, demonstrators also gathered outside the venue, with some erecting a capsized boat to signify the bank’s demise and protest its financing of fossil fuels.

Then came the votes.  As often, Say-on-Pay score is the expression of shareholder anger. The proposal to award managers, including CEO Ulrich Körner, up to CHF34 million in basic pay failed to muster the necessary 50% of votes – only 48.23% of shareholders agreed. The board will now have to come up with a new package that is acceptable to shareholders.

Another sign of heavy tension is that some symbolic items had been removed from the agenda. Shareholders were not asked to discharge the board from its legal responsibility over the last 12 months. Another item removed from the agenda was a proposal to award executives a restructuring bonus as the turnaround plan was never completed. And 5 out of 12 directors chose not to stand for re-election, leaving only 7 board candidates (7 is the minimum number to allow the board to work for the next two or three months of transition until the merger with UBS).

In the end, the re-election of the Board went through though, with very narrow scores. Even the Norwegian sovereign wealth fund, one of the world’s largest investors, voted against the re-election of Lehmann and the other board members, in protest.  He was finally re-elected with a majority of 55.67%. Shareholders also accepted Credit Suisse’s climate strategy as outlined in the Strategy chapter of the 2022 Task Force on Climate-related Financial Disclosures Report in a consultative vote, with 53% of the shareholder votes represented.

Credit Suisse Say-on-Pay deny is only advisory though. Like last year’s negative vote by Stellantis shareholders on Carlos Tavarez’ remuneration. The latter is back before the shareholders this week. The pressure is mounting.


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