The discharge vote was at the center of this year’s annual general meeting with proxy advisors against granting executives a discharge for 2020 before the event.
Credit Suisse shareholders denied members of the executive board and the board of directors a discharge for the year 2020, while all other proposals were approved, the bank said in its results from the annual general meeting held Friday.
Earlier this month shareholder proxy Institutional Shareholder Services (ISS) sent an email to investors, advising shareholders against relieving Credit Suisse management from their legal liability for the fiscal year 2020.
Reputational Cost
60 percent were against the discharge, which proxy advisors ISS and Glass Lewis recommended rejecting because of the significant financial damage and reputational cost to the bank.
«The board acknowledges the result with respect to the 2020 discharge and will reflect on the feedback from shareholders and consider any further necessary steps,» Credit Suisse said in the statement.
Shareholders decided differently for the financial year 2021 with 77 percent of shareholders in favor of executives and board members being discharged, however, a discharge in relation to the bank’s Greensill supply chain finance funds was not part of the vote.
Lehmann's Team
Axel P. Lehmann was elected by a 95 percent majority as chair, while vice-chair and lead independent director Christian Gellerstad received over 90 percent of the votes.
New joiners Mirko Bianchi, Keyu Jin and Amanda Norton received overwhelming support to become non-executive members of the board.
Board of director members Iris Bohnet, and Michael Klein were re-elected, while Shan Li and Amanda Norton were confirmed as members of the compensation committee.
Compensation Report
Shareholders approved the maximum amount of compensation of the board of directors for the period from the 2022 AGM to the 2023 AGM. The short-term variable incentive compensation for 2021 and the maximum aggregate fixed compensation of the executive board for the period from the 2022 AGM to the 2023 AGM were also approved.
The proposed share-based replacement awards for new executive board members who joined this year were also approved.
Shareholders also agreed to the proposed cash dividend of 0.10 Swiss francs per share for the financial year 2021 and to the creation of authorized capital.
Special Audit
Ethos Foundation’s call for a special audit into Greensill supply chain financing funds and Suisse Secrets matters was rejected, as was their joint proposal with nongovernmental organization ShareAction, and other institutional investors for more transparency in relation to its business with companies in oil, gas and coal sectors.
«No Panacea»
Since taking over the chair's office in January 2022, Lehmann had done «a lot of listening,» holding discussions with clients, employees, management teams, investors, with the political authorities and with regulators, he said.
Not only was he aware that the bank's current problems were not going to be solved with «grand words and declarations,» but he also recognized that his appointment to the role of chair was not «the panacea for all of the bank’s challenges,» he said.
Success could only be achieved gradually with «humility and consistent execution» at the root of the bank's efforts going forward, Lehmann said.