Fernando G. Urbaneja | Carlos Sáez Gallego presides over the oldest of the three global proxy solicitors in Spain (1935), those entrusted with securing votes in support of the Board´s proposal in the shareholders´ general assembly. There “we recommend Spanish listed companies to international standards of corporate governance … 47% of their shares lie in international portfolios. That, which is good, sign of confidence, means more pressure to comply with those standards”.
Your business is called proxy. What´s its objective?
In three words: identify, engage and optimise. Your work is helping a company seek the votes of its investors in a shareholder general assembly, so that the quorate level of attendance is reached, and that they vote in favour of the board´s proposals. For that, apart from seeking votes, we help our clients align their good governance practice with the international standards of the institutional investors among their shareholders. In recent years we have strengthened the assessment of improvements in corporate government, the improvement of board retribution models and the evaluation of our clients Boards. They are services which have grown substantially. On the other hand, in M&A operations, in a takeover bid, for example, we help our clients to the best possible outcome to secure the legally required thresholds to achieve the squeeze-out -the operations promoted by the controlling shareholder to exclude minority partners from the company – or to stop a takeover when the counterparty has contracted us in a hostile takeover.
Why proxy? What does this word mean? How do we translate it into Spanish?
The word “proxy” means vote. Georgeson is a proxy solicitor, in other words, an agent which helps its clients seek votes in a shareholder general assembly.
Your clients are, above all, the boards of listed companies
Indeed. There are two things which should not be confused: the proxy solicitor and the proxy advisor. The latter is dedicated to helping investors, shareholders, to decide how they vote in the general assembly. The analyse the agenda, according to their good governance policies, and advise their clients on how to vote on the board´s proposals. These reports are usually presented a fortnight before the general assembly. Our company does not do this kind of work; our orientation and experience is as “solicitors” which, as I said, means gathering the votes in favour of the board, more than recommend how to vote. In our case the majority of our clients, 90%, are listed companies, not investors.