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Corporate governance

Ownership & management structure

Hyperion Asset Management is majority owned by its executives. All executive shareholders are members of the Investment Team. That is, there are no non-investment staff members that own shares in Hyperion.

Hyperion is an investment led firm. We believe that a successful funds management business must be managed by members of the investment team over the long-term because the members of the team are ultimately responsible for producing the returns to clients that are core to Hyperion’s value proposition.

Pinnacle Investment Management Limited, a wholly owned subsidiary of Pinnacle Investment Management Group Limited (an Australian publicly listed investment management firm), provides specialist distribution and business support services to Hyperion. Pinnacle is a large shareholder in Hyperion.

The executive shareholders (via the Managing Director and the Executive Committee) are responsible for the effective running of the business. The Executive Committee members are also members of the Board.

The Hyperion investment team can only invest in Hyperion products, ensuring strong alignment between staff and clients.

Corporate governance at Hyperion

At Hyperion, good corporate governance is important to us.

Our policies and frameworks are regularly updated to remain in line with industry standards. We construct our portfolios to ensure long-term sustainability, which has led to a low carbon footprint and meeting many standards for green investing. Find out more about our policies and frameworks below.

Public Disclosure of Proxy Voting

RECOMMENDATIONS
SECURITY MEETING MEETING DATE ITEM #  ITEM DESCRIPTION MGT HYPERION REASON
V-US AGM 26/1/21 6 Provide Right to Act by Written Consent AGAINST FOR A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
TNE-AU AGM 23/2/21 3 Approve remuneration report FOR AGAINST The Board has used discretion to adjust previously set LTI hurdles due to the impact from COVID-19. We have voted against the remuneration report on this basis. Setting a precent of Boards’ adjusting pre set LTI hurdles is unwanted. Additionally, TNE should stand to benefit from COVID in future periods with the shift to digital transformation. TNE provided no adjustments or quantification of how they used COVID-19 to lower the LTIs.
RACE-IT AGM 15/4/21 3.i Reelect Adam Keswick as Non-Executive Director FOR AGAINST A vote AGAINST nominee Adam Keswick is warranted as the nominee are considered to be overboarded.
RACE-IT AGM 15/4/21 5.3 Grant Board Authority to Issue Special Voting Shares FOR AGAINST A vote AGAINST is warranted because this proposal would accommodate the existence of the loyalty voting structure and deviates from the one-share-one-vote principle, because loyal shareholders get an additional loyalty share that has one vote.
SPOT-US AGM 21/4/21 6  Approve Remuneration of Directors FOR AGAINST A vote AGAINST this item is warranted because the board proposes to potentially (“Choice Model”) introduce
stock options in the remuneration of non-executive board members which is considered inappropriate. 
MC-FR AGM 15/4/21 4 Approve Auditors’ Special Report on Related-Party Transactions FOR AGAINST The Company failed to provide enough information with respect to the transaction with Agache, important shareholder. It is therefore impossible to ascertain that the continuation of this agreement is in shareholders’ interests.
MC-FR AGM 15/4/21 5 Reelect Antonio Belloni as Director FOR AGAINST Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of
independence at the board level (including all board members: 41.2 percent vs 33.3 percent recommended; 
MC-FR AGM 15/4/21 6 Reelect Nicolas Bazire as Director  FOR AGAINST Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of
independence at the board level (including all board members: 41.2 percent vs 33.3 percent recommended; 
MC-FR AGM 15/4/21 7 Reelect Charles de Croisset as Director  FOR AGAINST Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of
independence at the board level (including all board members: 41.2 percent vs 33.3 percent recommended; 
MC-FR AGM 15/4/21 11 Approve Amendments of Remuneration Policies for FY 2020 FOR AGAINST A vote AGAINST the amendment to the 2020 executive directors’ remuneration policy is warranted because of the potential misalignment between performance and payout resulting from the amended LTIP structure
MC-FR AGM 15/4/21 12 Approve Compensation of Corporate Officers FOR AGAINST A vote AGAINST this remuneration report is warranted in regard of the high level of dissent recorded at last year AGM and the lack of response from the company and the limited perimeter used for the pay ratio.
MC-FR AGM 15/4/21 13 . Approve Compensation of Bernard Arnault, Chairman and CEO FOR AGAINST A vote AGAINST this remuneration report is warranted because of the lack of disclosure on the level of achievement of the performance conditions of the LTIP that vested this year. Furthermore, the performance criteria of the LTI granted do not seem particularly challenging. 
MC-FR AGM 15/4/21 14 Approve Compensation of Antonio Belloni, Vice-CEO FOR AGAINST A vote AGAINST this remuneration report is warranted because of the lack of disclosure on the level of achievement of the performance conditions of the LTIP that vested this year. Furthermore, the performance criteria of the LTI granted do not seem particularly challenging. 
MC-FR AGM 15/4/21 16 Approve Remuneration Policy of the Chairman and CEO and the Vice-CEO FOR AGAINST Votes AGAINST these remuneration policies are warranted because: The Company does not disclose the targets of the annual bonus; The nature of the LTIP criteria, the vesting scales and the performance period are not disclosed; Post-mandate vesting of LTI grant is not explicitly excluded; The derogation policy of the board is deemed too broad; and The cap on the exceptional remuneration is not disclosed.
MC-FR AGM 15/4/21 17 Approve Remuneration Policy of the Vice-CEO FOR AGAINST Votes AGAINST these remuneration policies are warranted because: The Company does not disclose the targets of the annual bonus; The nature of the LTIP criteria, the vesting scales and the performance period are not disclosed; Post-mandate vesting of LTI grant is not explicitly excluded; The derogation policy of the board is deemed too broad; and The cap on the exceptional remuneration is not disclosed.
MC-FR AGM 15/4/21 22  Authorize Issuance of Equity  FOR AGAINST Votes AGAINST the authorizations under Items 22-25 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
MC-FR AGM 15/4/21 23  Authorize Issuance of Equity  FOR AGAINST Votes AGAINST the authorizations under Items 22-25 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
MC-FR AGM 15/4/21 24  Authorize Issuance of Equity  FOR AGAINST Votes AGAINST the authorizations under Items 22-25 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
MC-FR AGM 15/4/21 25  Authorize Issuance of Equity  FOR AGAINST Votes AGAINST the authorizations under Items 22-25 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
MC-FR AGM 15/4/21 27 Authorize up to 1 Percent of Issued Capital for Use in Stock Option Plans FOR AGAINST A vote AGAINST this resolution is warranted because: No information is available on the existence of performance conditions; The vesting period is not disclosed; and The performance period is not disclosed.

Frameworks

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