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Tuesday, 17 April 2018
ISS and US pension funds vote against ICTSI directors
Proxy advisors and shareholders endorse voting against non-independent ICTSI Directors in line with ITF recommendations
Global proxy advisors and shareholders have recommended voting against the re-election of non-independent Directors of Filipino port operator International Container Terminal Services Inc. (ICTSI) at the company’s upcoming Annual Stockholders’ Meeting on the 19th of April 2018.
Recommendations from the world’s largest proxy advisory service Institutional Shareholder Services (ISS), and the voting decisions of major global shareholders, support significant corporate governance concerns raised by the International Transport Workers’ Federation (ITF) in analysis released last month.
Paddy Crumlin, ITF President and Vice-Chair of the International Trade Union Confederation’s (ITUC) Committee on Workers Capital (CWC) said today: “ISS, the world’s largest proxy advisory service, advised shareholders to vote against the re-election of four current ICTSI Directors, including Directors Stephen A. Paradies and Jon Aboitiz who the ITF recommended shareholders vote against over their alleged contribution to major governance and operational issues at the company, and non-independence.
“ISS identified that ICTSI’s Board does not comply with the Filipino Government’s Securities and Exchange Commission’s Code of Corporate Governance for Publicly-Listed Companies.
“Failures identified include a lack of board independence, a failure to have a separate Chair and CEO, a lack of independent directors on the audit committee, and a lack of independent directors on the corporate governance committee.
“The ISS recommendations again send the message that ICTSI must put in place decent and sustainable governance structures in line with accepted international best-practice in order to avoid major operational issues, including protracted disputes that the ITF has observed across the company’s terminals, and relationships with censured regimes.”
Shareholders including United States pension funds have also publicly disclosed their voting intentions and are opposing the election of the Directors the ITF has highlighted. CalSTRS has disclosed that the fund has voted against the entire Board, including ICTSI Chairman and President, Enrique Razon, while CalPERS, one of the world’s largest pension funds, has voted against all but two members of the Board.
“The vote of the US pension funds is a clear vote for greater Board independence.
“These Directors have failed to ensure that ICTSI’s internal governance structures are strong and enough to avoid major operational issues. Only last week, international unions came together in Melbourne to condemn the company’s ongoing failure to resolve labour issues across their global network, including at their flagship terminal, Victoria International Container Terminal.
“The ITF calls on all ICTSI shareholders to vote in line with recommendations to send a message to ICTSI management that they must urgently make changes to their Board to ensure outcomes that are better for all shareholders,” Crumlin added.