Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Roche - March, 05th 2019

ITEMS 2.1, 2.2, 7 and 8 - Binding votes on the remuneration of the board of directors  and the executive management. Ethos has the following concerns over the amounts requested:  The annual bonuses that will effectively be paid out to the chairman and the CEO are significantly higher than the amounts requested at the general meeting. The remuneration of the non-executive chairman is significantly higher than that of the peer group and includes an annual bonus.

For the executive management, the remuneration is significantly higher than that of the peer group and the remuneration structure is not in line with Ethos' guidelines. Ethos recommends to OPPOSE.

ITEM 5.2 - Re-elect Dr. Christoph Franz to the remuneration committee. He receives a remuneration that is not in line with generally accepted best practice standards. Ethos recommends to OPPOSE.

ITEM 5.11 - Re-elect Dr. Severin Schwan as board member. He is also a permanent member of the executive management (CEO). Ethos recommends to OPPOSE.

ITEMS 5.15 to 5.18 - Re-elect Mr. André Hoffmann, Dr. Richard P. Lifton, Mr. Bernard Poussot and Mr. Peter R. Voser to the remuneration committee. They were members  of the remuneration committee during the past financial year when this committee made decisions fundamentally in breach with best practice and the remuneration system is deemed very unsatisfactory. Ethos recommends to OPPOSE.

ITEM 6 - Amend articles of association: Remuneration principles. The remuneration committee has excessive discretion with regard to awards and administration of the plan. Ethos recommends to OPPOSE.

Roche Holding AG Part. Cert.

Roche Holding is a healthcare company. Co. operates in two Divisions, Pharmaceuticals and Diagnostics. Co.'s pharmaceuticals division is comprised of two business segments Roche Pharmaceuticals and Chugai. Co.'s pharmaceuticals division provides therapies including Cotellic, in combination with Zelboraf for advanced melanoma, and Alecensa for a specific type of lung cancer. Co.'s diagnostics division consists of four business areas: Diabetes Care, Molecular Diagnostics, Professional Diagnostics and Tissue Diagnostics. Co.'s diagnostics division provides in vitro diagnostic tests, used by healthcare providers to screen, diagnose and monitor therapies.


Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch