By Oliver Hirt
BASEL, Switzerland (Reuters) -Baloise shareholders voted to scrap a 2% ceiling on voting rights on Friday, opening the Swiss insurer up to future takeovers and dealing a blow to its board, which had opposed the move.
The proposal, which needed a three-quarter majority to pass, received 78.2% of shareholder votes at Baloise's annual general meeting in the northern Swiss city of Basel.
Shareholders at present have no more than 2% of votes, irrespective of the size of their stake, meaning that major investors like BlackRock (NYSE:BLK) and UBS cannot fully bring their weight to bear on decision-making.
Trading in Baloise's shares was suspended on Friday at the company's request Switzerland's main stock exchange said ahead of the vote.
Shares rose by more than 3% after trading resumed before pairing gains.
Baloise investor zCapital had pushed to change the rules, arguing it would make the Swiss group more attractive, and its proposal was backed by influential proxy advisers including Institutional Shareholder Services (ISS) and Glass Lewis.
"Strong companies do not need to overprotect themselves from their shareholders," explained zCapital CEO Hilmar Langensand before the vote.
He said he was not aware of any other company that had such high hurdles against shareholder influence.
The insurer's Board of Directors had defended the previous regulation and explained that it reduced the risk of a few shareholders dominating general meetings with short-term orientated self-interests.
"We don't see this as a defeat," Chairman of the Board of Directors Thomas von Planta said after the vote.
He said zCapital represents the shareholder perspective, but the board has an overall view and also takes into account the interests of others, including employees and customers.
The zCapital initiative was the latest attempt to overhaul corporate governance at Swiss companies that are often protected from shareholder pressure by complex share structures, voting rules and large family holdings.