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Vote effectively to manage efficiently

Corporate governance
is a top priority
for the French Asset Management Industry
Asset managers account for a significant portion of total stock market capitalisation through
the assets they manage. In accordance with their code of conduct they perform their duties completely independently, notably as regards issuers, and act solely in their clients interest.
AFG, well aware that good corporate governance increases the value of investments, realized
early on that its Members could play an important part in this area. It focuses on the rights and
duties incumbent on asset management companies in their role as shareholders. In particular, it
encourages them to participate actively in the general meetings of listed companies.
Alongside its initiatives in socially responsible investment, this engagement with corporate
governance is part of broader efforts by AFG to promote long-term savings and stronger assets
quality.

Encouraging asset managers to take part in general meetings


 FG Code of Conduct strongly recommends since 1997 that management companies
A
exercise the voting rights attached to the shares they manage, taking solely into account
their clients interests. Since 2003, French law also requires funds management companies
to exercise their right to vote and, if not, to explain why.
 he Associations Corporate Governance Committee, chaired by Jean-Pierre Hellebuyck, isT
sues since 1998 a set of recommendations, relating to the general meetings and boards of
directors of listed French companies. The recommandations are regularly updated. The 2014
edition focuses on the necessity 1) to include more independent directors and women in
the boards 2) to submit the remuneration policy to vote 3) to strengthen the identification
policy and the risks management 4) to reassert equal voting rights to all shareholders.

The companys medium and long-term strategic directions


and its environmental and employment policies are key.
The board of directors must be independent and efficient.

Recommendations
on corporate governance

january 2014

The general meeting must foster shareholder democracy.

INDUSTRY SELF REGULATION AND GUIDANCE

AFG key principles on corporate governance

Compensation appropriate, transparent and submitted


on a regular basis to the AGM for approval.
One share, one vote.
Anti-takeover defences (poison-pills) are proscribed.

Communication and Training Department

February 2014

 monitoring programme focused on SBF 120 companies alerts AFG Members to draft
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resolutions that breach those recommendations, and it encourages asset managers to
take an active part in general meetings. The alerts are sent directly to members and posted
on AFG website at www.afg.asso.fr
Monitoring Programme results, 2013
Related party transactions 3.1%
Anti-takeover measures 2.6%

Other (discharges,
amendments
to bylaws...)

Double voting rights & limitations


on voting rights 0.3%

Options
Capital increases
with preemptive
rights 1.3%
Bonus shares
Share buybacks

7.5%

18.2%

6.2%

Appointments/re-elections
of board members

11.4%
8.8%
40.6%
Capital increases w/o preemptive rights

Reporting on the active involvement of asset managers


AFG regularly sends to its Members a questionnaire on the exercise of voting rights. An analysis of
the responses reveals the growing involvement of asset managers in general meetings and their
active opposition to draft resolutions that run counter to their voting policy. The 2013 survey shows
a continued increase of the asset managers participations to GMs as well as a sharp improvement of dialogue and quality of exchanges with issuers.
The analysis is available (in French) at www.afg.asso.fr

Taking part in global initiatives


In France: AFG is a founding member of the French Directors Institute (IFA) and a member
of the French Corporate Governance Association (AFGE). AFG is involved in all market discussions of corporate governance: it organises regular dialogue with the employers union
(Medef), the French Association of Private-Sector Companies (AFEP) and the National
Association of Stock Companies (ANSA), and is in frequent contact with the Association
for the Protection of Minority Shareholders (ADAM), Institutional Shareholder Services (ISS)
and proxy research provider Proxinvest.
In Europe: AFG takes part in the European Commissions consultations, with the main aim of
facilitating cross-border voting, and in the work of the European Fund and Asset Management
Association (EFAMA).

Vote effectively to manage efficiently


The French Asset Management Association (Association Franaise de la Gestion Financire, AFG)
represents Frances asset management industry. Its members manage total assets of E3 trillion,
including the financial management of E1.5 trillion in collective investment funds.
AFG 31 rue de Miromesnil 75008 Paris France Tel.: +33 1 44 94 94 00 Fax: +33 1 42 65 16 31 www.afg.asso.fr

www.stephaniedargent.fr

At the international level: AFG is also active in the International Corporate Governance
Network (ICGN). AFG Chief Executive Pierre Bollon is a past member of its board and of its
Nominating Committee and is its country representative for France.