Roche will hold its Annual General Meeting 2024 on Tuesday 12 March in Basel. As usual, Ethos publishes its voting recommendations publicly five days prior to the meeting on its website. In particular, Ethos recommends to vote against the sustainability report, which is considered to be insufficiently transparent and ambitious, as well as all agenda items related to remuneration.
As of this year, Swiss -listed companies of a certain size are required to publish a sustainability report and submit it to a vote of their shareholders. Ethos' analysts examine each published report according to precise criteria in order to issue voting recommendations to Ethos' members and clients. These criteria are included in its voting guidelines which are published, reviewed and updated every year.
With regards to the sustainability report of Roche, one of the largest listed companies in Switzerland and also one of the most concerned by social and environmental issues, Ethos has decided to recommend to oppose it for the following reasons:
Firstly, the climate strategy is insufficient because Roche has not yet presented scientifically validated targets for reducing its greenhouse gas (GHG) emissions that are compatible with a scenario of 1.5°C warming. Scope 3 emissions (excluding from those linked to business travel) have not been verified by an external auditor. In addition, Ethos considers that Roche should provide more details on the measures it is implementing to reduce its GHG emissions. For reduction targets to be credible, Ethos expects companies to detail these measures and their contribution to achieving climate objectives.
Secondly, the information contained in the sustainability report is limited compared to what Roche publishes on its website. For example, targets for waste management and water consumption are not disclosed in the sustainability report. As a result, shareholders must consult several sources of information to obtain a complete picture of Roche's report and strategy. Ethos believes that the sustainability report should include important elements such as all environmental targets and their current level of achievement, as well as key indicators with a three-year history.
Finally, Ethos cannot fully rely on Roche's website as some of the indicators or elements (such as the Performance Sheets) have not been updated and therefore do not include information for 2023. In addition, most of the information is not available in PDF format but only on the website, which means that shareholders have no guarantee that these information will remain available in the future. According to art. 964c of the Swiss Code of Obligations, the report must however remain "accessible to the public for at least ten years".
For all these reasons, Ethos considers that the quality of Roche's sustainability report is below what Ethos expects from a listed company of Roche's size.
Furthermore, Ethos does not agree with Roche's interpretation of the law according to which the vote on the sustainability report is advisory and not binding. The new art. 964 of the Swiss Code of Obligations stipulates that the report on non-financial issues must be approved by the same body responsible for approving the annual accounts, i.e. the general meeting of shareholders, and there is absolutely no reference to an advisory vote. Several major listed companies in Switzerland, such as Swisscom, Givaudan and SGS, share Ethos' interpretation of the binding nature of the vote.
In addition to the sustainability report, Ethos recommends opposing all agenda items relating to remuneration. In addition to the recurring lack of transparency in the remuneration report, Ethos considers that the remuneration paid to Mr. Severin Schwann in 2023 is excessive. He received a total of CHF 13 million, of which CHF 7.2 million for acting as CEO for two and a half months (until the end of March 2023) and CHF 5.8 million for chairing the board of directors for nine months. On an annual basis, these two remunerations are significantly higher than those paid in companies comparable to Roche in terms of size and complexity.
Find out more about Ethos' voting positions five days before the general meeting.
