AMBEV, a multinational brewing company, provided an annual proxy containing seven proposals covering proforma and board proposals. The available documentation found on www.proxyvote.com was long and detailed. A document can be long and detailed but still be significantly opaque. This company’s governance is, at best, selectively consistent with the best practices in Magni’s Corporate Governance Assessment.
Magni voted as follows:
- For the management accounts and allocation of net profit. There are extensive financial disclosures, though no auditing statement or report from the audit committee (if AMBEV has one).
- For the slate of candidates presented by the minority shareholders. Neither the “Management Slate” nor the minority slate are explained. Further, the candidates are for the Fiscal Council and not for the Board of Directors. The incomplete and confusing information from management and the board justifies a vote for the slate opposed by management.
- Against two proposals regarding compensation as the voluminous detail did not contain a summary. To adequately assess this information, the detail requires a deep familiarity with the company. A well-governed company provides shareholder information in a format useful to the audience.
- Against all five proposals for a partial spin-off. There is massive detail on almost every aspect of the proposal, yet there is no material on why this is good for the shareholders. Once again, shareholder engagement is good for governance and requires effective communication.