The ethos investment Foundation has put a resolution on the agenda of the General Meeting of the CS Group of 1st June 2001 requesting the following addition to the group’s Articles of Association :Art. 16 paragraph 3 (new) "The Board takes the appropriate measures to ensure its independence".
General Meeting of the CS Group of 1st June 2001 : US support for the ethos resolution concerning board independance
The Board of Directors of CS Group opposes the resolution contending that it is « unnecessary ».
Institutional Shareholders Services (ISS), a major corporate governance consultant for many Institutional Investors in the United States and abroad, recommends that shareholders support the resolution of the ethos Foundation (see website http://www.isstf.com ).
In their analysis ISS point out in particular :
« It is vitally important to shareholders that the board is independent ; it should consist of a majority of independent directors. The board can best perform its fundamental duties of overseeing management and protecting shareholder rights if it is distinct from and independent of management. While we recognize the real value that members of management can provide to a board, we believe that a clause in the company’s articles of association requiring the bank to take appropriate measures to ensure its independence. We therefore recommend a vote in favor of the shareholder proposal ».
The ethos Investment Foundation sincerely hopes that all individual and institutional shareholders committed to the notion of Board independence will support this resolution and will vote FOR.
