Proxy Blog

HSBC Holding PLC 

March 22, 2019

The annual proxy for this British bank and financial services holding company had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and compensation (actually the British version of the proposals) 
  2. Proforma European votes on annual confirmation of authorities 
  3. Shareholder proposal on the Midland Bank defined benefit pension scheme 

Magni voted as follows: 

  1. Magni voted for all proforma proposals.
    -Directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. The compensation levels are set using a benchmarking process.
    -Auditors – There appear to be no controversies with the financial statements of the company.
    -Remuneration – The level of disclosure is well below US standards; however, it was sufficient to justify voting to approve. 
  2. For European proforma proposals. Under US laws and regulations, these matters are handled by the board, thus the topics do not warrant votes by shareholders of US companiesMagni usually votes in support of these topics, unless some controversy or issue has arisen that requires additional investigation or justifies a vote against. In this case, the lack of a proxy is a form of opaqueness, and opaqueness is incompatible with good governance. That said, Magni voted for the accounts and authorities since in the U.S. the topics are not matters requiring shareholder votes. 
  3. Against shareholder proposal. The proposal is part of a long-standing feud with a shareholder. The issues are very technical. The proposal was very complex. The board response was equally complex. The company appears to feel it has addressed any of the material issues. Magni voted against the proposal.