Proxy Advisory – eine Standortbestimmung

With the growing interest of institutional investors in Swiss listed companies the influence of proxy advisors has also risen. This, in turn, has led to a wave of non-binding regulations or guidelines and, more recently, to proposals for binding statutory rules addressing those aspects of the proxy advisory industry which for years have been the target of international criticism. The author takes the view that with respect to certain agenda items of shareholders meetings the duty of care of Swiss institutional investors does not allow for an adoption of the advice of their proxy advisors without conducting a prior independent review. Those decisions relate to the agenda items of extraordinary shareholders meetings, items for which a vote against recommendation has been issued by the proxy advisor, transforming items (such as M&A) as well as items for which dissenting shareholders motions have been proposed. Such duty is increased where institutional investors have an obligation to…