The ethos Foundation and IGZFS are long-term shareholders of Zurich Financial Services (ZFS) and Crédit Suisse (CS) Group. In this capacity, ethos Foundation and IGZFS are extremely concerned about the long-term interests of the shareholders and other stakeholders (employees, clients…..) in the aforementioned companies. Respect of the codes of good practice for corporate governance is therefore essential.
Given the particularly unsatisfactory standard of corporate governance at ZFS and CS Group, ethos Foundation and IGZFS have decided to take positive action during the Annual General Meetings of ZFS (16 May 2002) and CS Group (31 May 2002). To this effect, the two shareholders submitted three shareholders’ resolutions to both companies.
These resolutions aim to prevent the same person from holding the offices of Chairman of the Board of Directors and Chief Executive Officer simultaneously; to restrict a Board member’s term of office to two years; to make provision for the election of directors in their individual capacities; and, in the case of CS Group, to establish rules governing the remuneration of members of the Board.
The ethos Foundation and IGZFS shall be present at the forthcoming Annual General Meetings. In order to ensure maximum impact, ethos Foundation and IGZFS invite shareholders who are unable to attend the General Meetings to transfer proxy votes to them.
Zurich Financial Services Annual General Meeting, 16 May 2002
Resolutions (1 to 3) presented by:
The ethos investment Foundation
2, Place Cornavin, Case Postale, 1211 Geneva 1
Pax Schweizerische-Lebenversicherungs-Gesellschaft
Aeschenplatz 13, 4052 Basel
Herr Hans-Kaspar Tschudi
Föhrenweg 5, 8700 Küsnacht
Herr Dr Lorenz Tschudi
Hesligenstrasse 38, 8700 Küsnacht
Herr Markus Tschudi
Rehweid 8, 8700 Küsnacht
RESOLUTION 1
Amendment to article 21, paragraph 1 of the Articles: to prohibit the Chairman of the Board of Directors from simultaneously occupying an executive position.Amendment to article 21, paragraph 1 of the Articles: to prohibit the Chairman of the Board of Directors from simultaneously occupying an executive position.
Art. 21 (amended version)
1/ The Board of Directors shall elect from amongst its members a Chairman and Vice-Chairman and shall appoint a secretary. The Chairman shall not be a member of the executive body.
Art. 21 (unamended version)
1/ The Board of Directors shall elect from amongst its members a Chairman and a Vice-Chairman and shall appoint a secretary.
Explanatory note
The Board of Directors is responsible for monitoring the executive body (Swiss Codes des Obligations 716a). Such a role requires of the Board of Directors a substantial degree of independence. It therefore follows that the Chairman of the Board’s position is incompatible with an executive post within the same company.
RESOLUTION 2
Amendment to article 20, paragraphs 2 and 4 of the Articles: Length of term of office of members of the Board of Directors
Art. 20 (amended version)
2/ The ordinary term of office of members of the Board of Directors shall be of two years subject to prior resignation or removal, where one year is understood to be the preiod from one ordinary General Meeting and the next ordinary General Meeting. Newly appointed members of the Board shall complete their term of their predecessor. On the expiration of their terms of office, the members may be reelected immediately.
3/ The Board of Directors shall organise the election of its members in such a way as to ensure that the terms of office of all members do not expire simultaneously on the date of the General Meeting.
Art. 20 (unamended version)
2/ The ordinary term of office of members of the Board of Directors shall be of three years subject to prior resignation or removal, where one year is understood to be the preiod from one ordinary General Meeting and the next ordinary General Meeting. Newly appointed members of the Board shall complete their term of their predecessor. On the expiration of their terms of office, the members may be reelected immediately.
3/ The Board of Directors shall organise the election of its members in such a way as to ensure that no more than four members shall complete their ordinary term of office at any one General Meeting.
Explanatory note
Members of the Board of Directors must come before the shareholders for election on a regular basis. The latter should be able to pronounce upon the individual performance of each director at least once every two years.
RESOLUTION 3
Insertion of paragraph 5 into article 20 of the Articles: Members of the Board of Directors shall be elected on an individual basis.
Article. 20 (amended version)
5/ Members of the Board of Directors shall be elected on an individual basis.
Explanatory note
Members of the Board of Directors should be elected or re-elected in their capacity as individuals, and on the basis of their competencies, reputation and availability. Elections on an individual basis ensure that shareholders can participate fully in the constitution of the Board of Directors.
Crédit Suisse Group Annual General Meeting, 31 May 2002
Resolutions (1 to 3) presented by the ethos Foundation
RESOLUTION 1
Amendment to article 15, paragraph 1 of the Articles: to prohibit the Chairman of the Board of Directors from simultaneously occupying an executive position.
Art. 15 (amended version)
“The Board of Directors shall consist of a minimum of seven members. Its Chairman shall not occupy an executive position.
Art. 15 (unamended version)
“ The Board of Directors shall consist of a minimum of seven members.
Explanatory note
The Board of Directors is responsible for monitoring the executive body (Swiss Codes des Obligations 716a). Such a role requires of the Board of Directors a substantial degree of independence. It therefore follows that the Chairman of the Board’s position is incompatible with an executive position within the same company.
RESOLUTION 2
Amendment to article 15, paragraph 2 of the Articles; insertion of paragraphs 3 and 4 into article 15: Length of term of office and the election of members of the Board of Directors on an individual basis.
Art. 15 (amended version)
2/ Each Members of the Board of Directors shall be elected for a period of two years and are shall be eligible for re-election. One year of office is understood to be the period of time from one General Meeting of Shareholders to the close of the next ordinary General Meeting.
3/ The Board of Directors shall establish a rotational system whereby its members’ mandates do not expire simultaneously on the date of the General Meeting.
4/ Members of the Board shall be elected on an individual basis.
Art. 15 (unamended version)
2/ Each Members of the Board of Directors shall be elected for a period of four years and are shall be eligible for re-election. One year of office is understood to be the period of time from one General Meeting of Shareholders to the close of the next ordinary General Meeting.
Explanatory note
Members of the Board of Directors must come before the shareholders for election on a regular basis. The latter should be able to pronounce upon the individual performance of each director at least once every two years.
RESOLUTION 3
Amendment to article 20 of the statute: Remuneration of members of the Board of Directors.
Art. 20 (amended version)
1/ The Board of Directors shall be appropriately remunerated for its services in accordance with the rules governing remuneration.
2/ The Board of Directors shall establish rules governing remuneration and present them to the shareholders.
Art. 20 (unamended version)
The Board of Directors shall be appropriately remunerated for its services in an amount to be determined by itself.
Explanatory note
The Board of Directors should receive remuneration in accordance with the company’s remuneration policy as defined in its rules for remuneration. Such rules are designed to enhance transparency between the executive body and the shareholders, and should therefore be presented to the shareholders.
