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19.04.2013 - General meetings of UBS and Credit Suisse Group : Ethos
recommends to oppose the remuneration reports
Ethos Foundation recommends to oppose the remuneration reports at the
annual general meetings of Credit Suisse (26 April) and UBS (2 May).
Despite the progress made by the two banks with regard to the executive
remuneration structure, the amounts paid are still too high.
Credit Suisse and UBS have made an in-depth review of their remuneration
systems and implemented several amendments. Ethos notes that Credit
Suisse has introduced caps on the variable remuneration in percentage of
the base salary. This has been requested with insistence by Ethos since
many years. Credit Suisse is now one of the first banks to introduce
such a cap which Ethos commends, as it is now possible to calculate the
maximum potential remuneration of the executive management. For 2013,
the maximum variable remuneration of Brady Dougan, the CEO, will be
capped at 6 times his base salary (CHF 2.5 Million in 2012), which Ethos
still considers as excessive.
UBS has not gone as far as Credit Suisse, however the bank has
introduced a cap on the aggregate amount of the variable remuneration of
the members of executive management. This cap is set at 2.5% of the
income before tax and value adjustments. Nevertheless, the CEO's 2012
remuneration was approximately CHF 9 million, while the bank posted an
accounting loss of CHF 2.5 billion in 2012.
Ethos also notes that in both banks, the chairman's remuneration is
excessive, as they receive approximately CHF 5 million (annualised). In
light of all these concerns, Ethos recommends that shareholders oppose
the remuneration systems of both Credit Suisse and UBS.
Credit Suisse: Ethos opposes the conditional capital increase for the
Credit Suisse grants shares to its staff corresponding to approx. 4% of
its capital per year. Such an amount is quite high and largely exceeds
the limits generally accepted by investors. To service employee
incentive plans, Credit Suisse wants to issue new shares rather than use
repurchased shares. This allows settling remuneration, while at the same
time reinforcing the bank's capital base. In light of the dilution which
shareholders incurred during the past and the excessive grant of shares,
Ethos recommends to oppose the conditional capital increase request.
UBS: Ethos refuses the discharge and the re-election of the external
In 2012, the scandal related to the LIBOR manipulation led UBS to pay a
record fine of CHF 1.4 billion. Ethos acknowledges that certain members
of the board of directors were not in place at the time of these events.
However, as UBS does not propose to discharge board and executive
management members individually, Ethos recommends to oppose the
discharge of the board and the executive management.
Ethos also recommends to oppose the re-appointment of Ernst & Young, the
company's external auditor since 1997. Ethos has serious concerns
regarding the quality of the audit in the recent past. In particular,
the external auditor did not identify any of the recent scandals
involving the bank (subprime loans, fiscal fraud, unauthorised trading
in London, LIBOR manipulation). Furthermore, the auditor received CHF
122 million in 2012.
Credit Suisse voting recommendations
UBS voting recommendations
The Ethos Foundation was founded in 1997 and aims at promoting socially
responsible investment as well as a stable and prosperous socio-economic
environment. Ethos is composed of more than 143 Swiss pension funds and
The Foundation owns the company Ethos Services which conducts all
investment and consulting activities on behalf of the Foundation.
Specialising in socially responsible investment, Ethos Services offers a
range of investment funds and asset management mandates managed
according to sustainable development principles. In addition to this,
Ethos Services provides analysis of general meeting agendas, assistance
with exercising shareholder voting rights and creating a dialogue
program with companies.
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