Novartis faces questions about proxy voting independence

A media investigation has revealed that proxy votes submitted by shareholders ended up at Novartis headquarters instead of the elected representative ahead of the annual general meeting.

Novartis shareholders that choose to vote via proxy ahead of the Annual General Meeting were under the assumption that their votes are sent to a Basel lawyer, who is their elected representative.

The Swiss public television SRF programme “Rundschau” tracked the envelopes containing votes via GPS trackers and found that they were diverted and sent to Novartis headquarters instead. This means that Novartis can see the name of shareholders and their voting positions ahead of the shareholder meeting, indicated SRF on Wednesday.

The revelation drew criticism from Thomas Minder, the initiator of the 2013 executive pay cap “Minder” initiative, who said that “If we take a voting fight or an election for the board of directors, then the board of directors can still mobilise for their side [ahead of the General Meeting] – that will not work”.

Novartis responded to questions saying, “it is important to note that our procedure is consistent with applicable law and does not affect the independence of the independent proxy because votes are counted under its supervision.” However, the company said that it would use the information from the investigation to improve its procedures.