Victims of digitalisation: proxy boreout!
It's no longer a secret: digitalisation is shaking up the professional world, old professions are disappearing due to artificial intelligence and automation, while new ones are emerging. But there is one profession - if you can call it a profession at all - that is protected by law: the shareholders' proxy at general meetings of Swiss public limited companies. Whether the meeting is physical, virtual or hybrid, the Swiss Code of Obligations stipulates that shareholders can have their participation rights, and in particular their voting rights, exercised by proxy.
But wait! Although the existence of the proxy is enshrined in law, its activity profile has not been spared by the digital revolution. Shareholders give their voting and election instructions to the proxy electronically via their own voting tool. There, they are temporarily stored in a digital vote pool until the general meeting, which cannot be viewed by the company or its representatives, and automatically counted after the votes. This can quickly lead to boredom and underwork for the proxy before and during the general meeting. The result? A boring boreout!
We had a not entirely serious dialogue with a fictitious proxy person concerned who was able to make himself comfortable as an independent proxy before and during the general meeting of a larger stock corporation. Putting his feet up was no problem for him!
KONSENTO: Good afternoon! We are delighted to have you here. Can you start by telling us how you came to this extraordinary profession?
Proxy: Good afternoon. It's good to be here. So, I always wanted a job where I could put my feet up and still be considered indispensable. And then I discovered the profession of independent proxy. It was like fate! I can open my laptop, sit back and watch the electronic voting instructions from shareholders work themselves out. I tell you, it's like magic, but without the magic wand! And like a holiday, but with a suit and tie.
KONSENTO: That sounds like a dream come true! But tell us, what does a typical working day actually look like for you on the date of the General Assembly?
ProxyWell, a typical AGM day starts with getting up without an alarm, followed by a leisurely breakfast. Then it's off to my home office, where I recline in my comfy desk chair, open my digital proxy workspace in Konsento and watch as shareholders' electronic voting instructions are automatically transferred for later counting. It's like a private screening at the cinema, except that I am the only spectator; at this point, the content of the vote is still secret to the company itself.
KONSENTO: That sounds really relaxed! But don't you sometimes have to fight boredom?
Proxy: Oh, that's a good question! Boredom is my constant companion, but I have developed a few tried and tested methods to combat it. For example, I use the time to unleash my own thoughts. While the electronic ballots take care of themselves, I use my imagination to launch myself into exciting adventures. I've explored the depths of the Amazon, galloped over rainbows with unicorns and even written a book on "The Great Manual of Doing Nothing". It's a real feat considering that I put my feet up most of the time while doing it!
KONSENTO: That sounds like a great way to escape boredom! Are there any other challenges you face as an independent proxy?
Proxy: But hey, even if I'm plagued by boredom and underachievement, I still have to be fully up to speed during the meeting and follow the course of the discussion - even if I no longer count and submit votes myself. After all, as a proxy I am there to represent the interests of the shareholders who have appointed me. Of course, I have to keep a close eye on how the discussions are going, whether the answers of the board of directors are in line with the motions and whether perhaps even spontaneous motions are made.
KONSENTO: Thank you for these humorous insights into your unusual profession as an independent proxy! It was a pleasure to talk to you and to learn how you spend your days with your feet up. We wish you continued fun and success in your unique job!
The independent proxy enables shareholders who are not present to exercise their voting rights at the general meeting. He acts according to the instructions of the shareholders and must be independent. Independence includes, among other things, avoiding conflicts of interest. The shareholders may give instructions to the proxy and he must notify the company of the shares he represents. The power of attorney granted to the proxy is only valid for one general meeting.
Although in the fully digital processes of Konsento's modern AGM tool, the proxy no longer has to count and record votes in most hybrid and all virtual AGMs, he has an indispensable role: he represents the interests and rights of the shareholders who are not present during the meeting and must be able to intervene in their interests in the event of ambiguities or irregularities.
The above interview is therefore to be understood with a wink ;-)
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