Credit Suisse investors advised against absolving executives after year of scandals

Two of the most influential proxy advisers have counselled Credit Suisse shareholders to vote against a motion to absolve executives and board members from blame for the multiple scandals afflicting the Swiss lender.

On Tuesday, ISS and Glass Lewis both released reports that said they would not recommend discharging the board and top executives from legal liability for the 2020 fiscal year ahead of the bank’s April 29 annual meeting.

The Financial Times reported in March that shareholders were pressuring chair Axel Lehmann not to include director discharge votes at the AGM. This was in protest over the board’s decision not to release a report into failings around the collapse of specialist supply-chain finance firm Greensill last year, which caused Credit Suisse to freeze $10bn of client funds, $2.7bn of which are yet to be recovered.

Glass Lewis noted that Credit Suisse “​continues to be subject to numerous investigations and proceedings concerning multiple business units in multiple jurisdictions” and has “suffered significant financial and reputational damages through its exposure to the default of the Archegos fund and the Greensill fund”.

It said shareholders “could reasonably hold the board and executives accountable for the identified deficiencies in the company’s risk and control framework”.

ISS said it was also against the 2020 discharge motion “due to a range of risk and control issues revealed by investigations and settlements, which have entailed substantial monetary and reputational costs for the company, and by extension its shareholders”.

The proxy adviser provided a list of other recent scandals and legal issues including:

  • A $5.5bn trading loss from the collapse of family office Archegos Capital

  • Becoming the first Swiss bank to face criminal charges over its dealings with a group of cocaine-smuggling Bulgarian mafiosi

  • Regulatory sanctions for the “spygate” saga, that uncovered multiple instances of improper corporate surveillance of staff

  • Paying $475mn in fines to settle the Mozambique “tuna bonds” scandal

  • Ex-chair António Horta-Osório’s departure after breaching Covid-19 quarantine restrictions and excessive use of the corporate jet plane 

  • The “Swiss Leaks” affair, where details of the accounts of 30,000 Credit Suisse clients were published showing links to high-risk individuals linked to serious crimes such as money laundering, fraud and human trafficking

Under Swiss law, corporate directors and executives are liable to shareholders for misleading or incorrect statements, as well as for causing damage to the company, either intentionally or through negligence. Each year, shareholders are typically asked to vote to discharge them from their legal liability for the previous financial year.

Last year the bank did not include a discharge vote at its AGM as it was in the immediate aftermath of the collapses of Greensill and Archegos. While the vote is largely symbolic, it is an important barometer of shareholder opinion of a company’s leadership.

ISS and Glass Lewis said shareholders should vote for a separate 2021 discharge motion because of the “significant level of personnel refreshment and remedial measures” and “meaningful steps [taken] to improve its culture and risk governance framework” respectively.

“We note that both Glass Lewis and ISS have recommended that shareholders support the board of directors’ position on all proposals with one exception,” Credit Suisse said in a statement.

Among those whose liability is yet to be discharged for the 2020 financial year are members of the current board and management team, as well as former chairs Urs Rohner and Horta-Osório, both of whom left during the past year.

Credit Suisse made a $1.7bn loss in 2021 and raised an extra $1.9bn of capital in April of that year. Its shares have fallen 36 per cent since the start of 2020, compared with a 38 per cent rise at rival UBS.

Separately, both proxy advisers said investors should vote against a shareholder proposal led by the Ethos Foundation to appoint an independent special auditor to probe the supply chain finance funds losses and the “Swiss Leaks” matter.

Glass Lewis reasoned that the “cost and disruption [was] likely [to] outweigh potential clarifications”, while ISS warned additional disclosures could “prejudice the outcomes of the ongoing legal proceedings” and attempts to recover the missing $2.7bn in the Greensill funds.