The voting exercise has been defined in Articles 314-100 to 314-102 of the General Regulation of the AMF, according to the legal information that an asset management company must deliver to his client. This document is called "voting Policy". It concerns the different Equities in Hugau Gestion’s Funds but the general principles of the voting policy, based on the independence of the financial analysis, inspire all management activities of the Company. They also aim to involve our customers in improving the governance of companies in which we invest and the quality and transparency of financial information provided.
The general principle of our voting policy is the systematic participation in decisions submitted to shareholders for the French companies that we have in our portfolios, if the weight of the issuer in the Fund's assets is higher than or equal to 2%. The company does not give its power to the members of the Board. For foreign companies, the right to vote is based on the receipt of voting forms.
The voting procedure
The organization of the vote in the company is managed by the head of equity portofolio management, Ms. Huguel, who analyzes each company’s resolutions proposed at the general meeting. For some companies, the manager also participates at the companies’ financial meetings as a member of the SFAF. However Hugau Gestion does not have a policy of direct dialogue with issuers.
The votes are made by correspondence. In principle, it is stated that the abstention is retained (equivalent to a vote against) for amendments or new resolutions not provided by the form. The management company does not always follow the recommendations of professional associations. It acknowledges, however, the position of the AFG. It does not use the services of a provider of "proxy voting".
Since 2007, a voting monitor was set up in Hugau Gestion through a permanent update of a document. This document is available on the server of the asset management company. Hugau Gestion also responds to the voting questionnaire each year for the AFG’s survey.
The principles of the policy of vote
Hugau Gestion is an authorized portfolio management company designed to manage, in the interest of the unit holders of its funds, minority interests in listed companies. As already mentioned in the introduction, we are sensitive to issues of corporate governance and are committed to the principle 1Equity /1Vote and opposed to the double voting rights or capped voting rights.
Hugau Gestion is particularly attentive to the rights of the shareholders by voting against all measures aiming to increase the number of shares of the company or to use them for other than favorable purposes for the company’s development.
As such, any capital transaction considered as dilutive for shareholders (distribution of bonus shares for example) or capital transactions considered as anti-takeover devices are systematically rejected.
Hugau Gestion also makes sure about the recurrence of the dividend payment by the company, by carefully following the evolution of the annual accounts and the allocation of income (including distribution rate).
Detection of potential conflicts of interest
Hugau Gestion is an independent asset management company owned by private shareholders. It is not backed by a financial institution. The company has no activity which could result in a conflict of interest.
2017 voting report
In 2017, the number of general meetings within the scope covered by the voting policy is 18, for an Equity volume of € 36 million in the different portfolios.
Hugau Gestion has effectively voted in 37 meetings, by correspondence.
For all meetings, Hugau Gestion voted "yes" to 372 proposed resolutions out of a total of 403 resolutions. It voted against 31 resolutions in 18 meetings in France.
The most common reasons to vote "against" are in fact almost all of the votes "against" dilutive capital operations for shareholders.
The second source of voting "against" refers to the refusal to accept certain regulated agreements including if they are not specifically provided in the Special Report of the Statutory Auditors presented in documents available for the AG as for M6. The last vote against in 2013 concerns the non acceptance of the new governance of Schneider Electric which, in its resolution 8, decided to combine the functions of Chairman and Chief Executive Officer for Mr Jean Pascal Tricoire. Hugau Gestion believes that the separation of the two positions within the same company is necessary for the proper balance of power.
In addition, the not submitted resolutions or not approved by the Board of Directors at Total, Hugau Gestion voted against the resolution A, B, C, D, E, 4 resolutions aiming to increase the rights of scrutiny of the “Comité d’entreprise” on the administrators and leading to potential statutory changes that have a negative impact for the shareholders as dividend for certain actions (Resolution E). The information provided above (abstentions votes on each resolution and the reasons for these votes or abstentions) result from the application of Article 314-102du General Regulation of the AMF.
Managing conflicts of interest
In 2017, Hugau Gestion had no conflict of interest to manage during the votes rights attached to the securities held by the UCITS it manages.
The company's voting policy of Hugau Gestion can be found on the website www.hugau-gestion.com or at our Office. It is freely available to unitholders or shareholders of investment funds, as well as the 2017 voting Annual Report. It is provided to directors of the Board of the SICAV Hugau Patrimoine, and also to the directors of the Management Company, Hugau Gestion