UBS Group AG (UBSG) Earnings Call Transcript & Summary

[Interpreted] Ladies and gentlemen, a cordial welcome to the Annual General Meeting of UBS Group AG wherever you may be following us online. We are meeting at the appointed time but in a different format. Government instructions regarding the corona pandemic forces to conduct this AGM without you, dear shareholders. I regret this because I appreciate direct contact with you, and we are grateful for your understanding, and thank you for the trust you have placed in the independent proxy by entrusting the independent proxy with your voting instructions. Pursuant to Article 13 of the Articles of Association of UBS Group AG. Let me officially open the annual General meeting, and I'll chair the meeting. Sergio Ermotti, our Group CEO; and Markus Baumann, our General Secretary, are participating in the Annual General Meeting today. I herewith appoint Markus Baumann as the keeper of the minutes. And I welcome BDO AG of Solothurn, which will count the votes. And I would like to welcome the independent proxy, Altorfer Duss & Beilstein AG of Zurich, as represented by Dr. Urs Zeltner. And finally, let me welcome a representative of the statutory auditors, Ernst & Young. All members of the Board of Directors of UBS Group AG not present today have renounced on their right to table a motion pursuant to Article 702(a) of the organizational regulations. The original invitation for the AGM was published on March 30, 2020, in the Swiss commercial gazette, and the Annual General Meeting today takes place in accordance with Ordinance #2 by the Swiss government dated March 13, 2020, on fighting the coronavirus, according to which shareholders cannot participate in person and have been called upon to take part in writing or electronically through the independent proxy communication to shareholders that they can execute their rights through the independent proxy only was performed with the invitation for the meeting today. This information, together with the invitation was also published on our website. In addition, the printed invitation was sent to those shareholders signed up in UBS Group AG's share register. On the April 9, 2020, we published a revised invitation for the Annual General Meeting today with an adjusted proposal on Item 3 in the Swiss commercial gazette and on our website. Shareholders recorded in UBS Group AG's share registers have also received the letter to shareholders, including further information related to adjustment of the motion I mentioned. On the 31st of January, we published in the Swiss commercial gazette and on our website a communication, according to which we invited shareholders to submit their motions for additional items to be placed on the agenda by March 10, 2020. We have not received any such motions for additional items. The motions and questions that we have received will be dealt with under the items as they arise. Markus Baumann will then read out the questions to you. I herewith note that the Annual General Meeting has been duly convened in agreement with the articles and the law, and the Annual General Meeting is qualified to take resolutions. Pursuant to Article 17, paragraph 1 of the articles of UBS Group AG, it will be absolute majority of votes cast that will be decisive at the AGM today, excluding void and invalid votes. I would also like to point out that the proceedings will be audio and video recorded for the purpose of keeping the minutes. Let me say a few words. In the night from Saturday to Sunday, Marcel Ospel, the former CEO and Chairman of UBS, passed away. He made a big difference, and we pay our respect to his next of kin, his wife and his 6 children in particular. Let me now deliver my address. Dear shareholders, in fact, today should be all about last year. But in these days and weeks of the coronavirus crisis, we're living through extraordinary times that present us all with challenges, both personal and professional. Fighting the pandemic has required and continues to require radical measures. In many cases, this is broad and continues to bring economic life virtually to a standstill. 12 years ago, as the President of the Central Bank, I experienced the global financial crisis the first time. The coronavirus pandemic is different because it is a crisis that has affected all areas of life at home and at work. And consequently, the financial sector is no exception. At the moment, protecting people's health and lives is the top priority. As Chairman of the Board of Directors of UBS, I'm pleased to tell you that this time, the financial sector is not the root of the problem. No, this time, fortunately, the banks can be an important part of the solution. Now thanks to some relaxation of the restrictions in our everyday lives, we can see the first glimmers of light on the horizon. Nevertheless, in recent weeks, the lockdown has caused serious damage to the economy. According to the International Monetary Fund, the global economy will shrink this year by around 3% and the Swiss economy by no less than 6%. But even then, Switzerland still comes off slightly better than all its neighboring countries. However, the forecasts are extremely unreliable. Among other things, they assume that the pandemic will ease off in the second half of the year and that gradually, all the measures to contain it can be reversed, but if there are setbacks, the recession could turn out to be even worse. I promise you, esteemed shareholders, that UBS will do everything possible, not just in Switzerland, but mainly here to ensure that those who've been affected get through these difficult times as well as they possibly can. For example, we have worked with the Swiss authorities on the package of measures that gives companies, large and small, some financial breathing space. As Switzerland's largest bank, of course, we care most about the Swiss economy. Ladies and gentlemen, given our strong presence in Asia, we have to face up to the implications of the coronavirus crisis at an early stage, both there and later on here in Europe and the United States of America as well. We quickly introduced measures to protect our staff and our clients. Unfortunately, some UBS employees have fallen ill with the virus and a few have even lost their lives. Our thoughts and sympathies are with the families of those concerned. I want to take this opportunity to thank from the bottom of my heart everyone at UBS, whether in management, in the front office or working from home who are there for our clients day in, day out. For us, overcoming this crisis is a question of the common good. Our focus is on providing help rapidly and unbureaucratically and not on making a financial profit. CEO, Sergio Ermotti, will have more to say about that. Ladies and gentlemen, on this occasion, in recent years, I have talked repeatedly about sustainability. We were thinking mainly about our use of resources and our ecological and social footprint. As a global wealth manager, we want to be the preferred provider of financial services for clients for whom sustainability is important, who support the United Nations' sustainable development goals and to want to see an orderly transition to a low-carbon economy. The foundations have already been laid last year, UBS clients increased their sustainable investments by more than 56% to nearly USD 490 billion. We, as a bank, are also very active in this area. In '19 -- 2019, UBS again halved its involvement with companies in the fossil fuel sector, reducing that to less than 1% of our total lending business. I believe that dealing with the coronavirus crisis will significantly broaden what we mean by sustainable behavior in our society. We will be putting global supply chains to the test. We will have to answer the questions about what security of supply means in the 21st century, and we will need to talk about what modern methods of working together look like. However, one thing is already clear. During the crisis, the cautious sustainable management at UBS has proved its worth. We have occasionally been accused of being too conservative, but now everyone can see that this cautious and sustainable approach was exactly the right one. That is the reason why UBS has such an extremely solid capital base. Our bonds have one of the lowest risk premiums in the industry and our market valuation, although low, at a low level has held up better since the start of the year than those of our competitors. Today, the last financial year already seems far away. However, if we do look back briefly, we can see that in 2019, UBS achieved a remarkable result in a challenging environment. We had net income attributable to you, the shareholders, of USD 4.3 billion. Our CEO will give more details about our annual results later. What's important is that we have further strengthened our capital base far exceeding the regulatory requirements. It is this solid base that helps us to get through even times as difficult as these. From that point of view, there'd be no reason not to pay out a dividend. However, firstly, extraordinary situations such as this require us to show extraordinary caution. And secondly, there's been a clear call from the supervisory authority to show extreme restraint in paying out dividends. Nevertheless, we believe that in these financially difficult times, completely canceling the dividend would be the wrong thing to do for many shareholders. That's why we propose to pay half the planned dividend on the 7th of May, i.e., USD 0.365 per share. There'll be an extraordinary general meeting to vote on payment of the second half, another USD 0.365 per share. That will be held after the results for the third quarter have been published on November 19, 2020, which would mean our shareholders would still receive the full dividend this year. However, if the second tranche is not paid out, the performance-based compensation of the Group Executive Board for 2020 will not include a cash component. In this context, valued shareholders, I would also like to draw your attention to our compensation report for 2019. With regard to compensation for management of the Board of Directors, we have certainly taken on board the position that you expressed last year and as a direct consequence, have modified our compensation model. We have also reduced the bonus pool for the Group Executive Board and employees by 14% to a level that it was last at 8 years ago. At the same time, we have reduced compensation for the Board of Directors and the Chairman by 14%. At last year's General Meeting, the UBS trial in France gave rise to a lot of discussion. Unfortunately, this historic liability, which dates back to the years between 2004 to 2012 is still a matter of concern for us with the case now before a higher court. On the basis of the evidence in the files, we are still convinced that we acted in accordance with the law at that time. You can find more details about this in our special report, which was published on our website in January. We trust in the French justice and are confident that the arguments that we put before the court of Appeals will be listened to, assessed and found to be sound. Because of the coronavirus crisis, it is not clear when the case will be heard. The courts in France are currently closed. So it could be well -- could well be that we cannot expect to receive the judgment until next year. For UBS, the year 2020 is a year of change, not only because of the coronavirus crisis. Our CEO, Sergio Ermotti, will leave us in the autumn of this year so I would like to take the opportunity to thank him once again for all that he has achieved. He took over the bank at a difficult time, worked with the Group Executive Board and the Board of Directors to impose a clear strategy and then implemented it consistently. I would also like to express my warm personal thanks to Sergio for the many years during which we worked together in partnership, and I wish him every success in his new role. Last year, with the involvement of Sergio, we set about finding a successor for him. We drew up a clearly defined job profile and evaluated a wide range of internal and external candidates. At the end of this intense process, we chose Ralph Hamers to be our new CEO. Ralph has been CEO of the global bank, ING, based in the Netherlands for the last 6 years. He has an impressive track record, including and especially on key issues for the future such as technology, sustainability and agile management. Ladies and gentlemen, valued shareholders, we do not know exactly what the world will look like after the coronavirus pandemic. However, the Board of Directors is doing all it can to ensure that the bank is as ready for the future as it possibly can be. I personally am more convinced than ever that UBS will continue to play an important role in both the Swiss economy and the global financial industry in the future. Thank you very much for your attention. Let me now pass on the floor to our CEO, Sergio Ermotti.

Ladies and gentlemen, shareholders, I would also like to give a warm welcome to everyone taking part in or observing this general meeting today. As Axel Weber has already said, the recent weeks and months have presented us all with unprecedented challenges. And what's clear is that we can only get through this crisis by working together. Here at UBS, we are working closely with the authorities. That's how, together with the Swiss federal government, we've managed to put together the aid package in such a short time. It's providing liquidity for a great many companies, both large and small. So far, over CHF 2.5 billion has been available to more than 21,000 small and medium-sized enterprises, but we're going even further than that. Take the U.S.A., for example, where around 30% of our employees work. [Audio Gap] expect to make up to USD 2 billion available under the federal programs announced there. Right from the start, we made it clear that we did not want to make money out of these support programs... [Audio Gap] in a cost-neutral way by reducing the compensation pool. Finally, all members of the Group Executive Board will be donating 50%... [Audio Gap] volunteers. Meanwhile, normal business continues, although I put normal in inverted commas because, of course, it's not entirely as normal. After all, this crisis is affecting everyone everywhere in one way or another. Every day, we're advising companies and institutional and private clients all over the world, helping them to take the right decisions and making sure that they have sufficient liquidity. In the first quarter, we increased our total lending by USD 15 billion, that's 5x as much as we are lending under the various state aid packages. And incidentally, we don't only feel a sense of responsibility towards our borrowers, we also want to ensure that our savers and investors can continue to sleep well at night as well. After all, the expectation that the banks will provide more and more loans must not ultimately mean that the status of their balance sheets, above all not that of UBS, should be cast into doubt. Today, we at UBS are part of the solution to this crisis. The banking system is much stronger now. Regulation has played a part in this and we have always supported it. But equally important for our stability has been our clearly defined strategy and our responsible attitude to risk. That is especially apparent now we have more than done our homework. I very much hope that businesses will soon be able to stand on their own feet again and that we don't all come to rely too heavily on the state to solve our problems and to keep injecting money because in the end, the state means you, me and all of us as taxpayers. So it's all the more important for us and for the state that UBS continue to be successful and profitable. UBS is one of the largest taxpayers in Switzerland, if not the largest, actually. And since the financial crisis, it has paid around at CHF 5.4 billion in tax. We want to continue to be able to do that in the future. We've invested a great deal in technology. And that means we're able to remain in contact with our clients at all times, even during this crisis. Within a short space of time, over 95% of our employees were able to begin working from home. Now anyone can talk about percentages and statistics like these, but what really counts is how successful we are under these circumstances. And I'm happy to report that in the last few months, we've not only been able to protect the health of our people, we've also delivered for our clients, and we've even increased our market share. In that respect, this crisis has been a test, not just for our technology, but actually for our entire organization. The pandemic has shown that we are able to work efficiently and profitably from wherever that may be for our clients and also for you, our shareholders. Our profit of USD 1.6 billion in the first quarter and the return of nearly 18% on CET1 capital in the first quarter prove that. So I think I can say that we have passed the test. I am extremely proud of our staff. They have all done a fantastic job across all our regions and in a whole range of different roles. It is their hard work and their commitment that enable UBS to advance every day. A crisis like this brings out the true character of a firm and its employees, I believe. And at the end of the day, it's always the people who make the difference. Seen in the light of the coronavirus pandemic and in retrospect, 2019 looks as if it was an easy year, but that's a false impression. It was actually one of the toughest years for the whole sector, especially the first 6 months of the year. Despite all that though, our annual profit for 2019 was USD 4.3 billion. And in fact, the last quarter was the best quarter we've had since 2010. The return on CET1 capital was 12.4%. We are managing assets worth over USD 3 trillion worldwide. At the same time, we've made progress on our strategic initiatives, and we've cut operating costs by 4%. In terms of the rate of return on regulatory and common equity capital, we are among the top 5 banks in the world. That's important because it's the crucial benchmark. Not only for compliance with the regulatory requirements, but also because it indicates our ability to grow and to return capital to our shareholders. Of course, you can find further details about our performance in our annual report. We were able to achieve such solid returns in 2019 because our bank is built on solid foundations, but also because we have never stood still. In my very first speech as CEO of UBS at the AGM in 2012, I said we are capable of constantly renewing ourselves. That's why I'm looking forward to the future, and that is precisely what has made our bank stand out ever since, the ability to adapt to current needs at any time, and indeed, even to predict them before they occur. That is exactly what we did once again in 2019, we invested in a range of initiatives for growth for tomorrow's business, in other words. Cooperation is the key here. We are working very hard internally to ensure that the different divisions of UBS work even more closely together, entirely in line with our integrated business model. To me, what's clear is that the bank is more than the sum of its parts. None of UBS' business divisions would be as successful if they operated alone. But it's also worth joining forces with external partners, too. Examples of this includes our work with Banco do Brasil in Brazil and the Sumitomo Mitsui Trust in Japan. Thanks to these complementary partnerships, we can offer our services and products to a larger number of clients, and the shareholders of both partners benefit, too. As you will be aware, this is my last AGM as CEO of UBS and today, I can look back proudly on everything that my colleagues at the bank and I have achieved over the last 9 years. The success was based on the 3 pillars that I spoke about in my speech back in 2012, those being capital strength, cost management and risk management. As I have already said at that time, in anticipation of the future regulatory and macroeconomic environment, we strengthened our balance sheet and reduced our risks. We defined a clear strategy and implemented it in a disciplined and sustainable manner. We also recognized the huge potential of the Asian market early on, and we consequently invested even more there. In both those respects, we were ahead of the game in the financial industry. Dear shareholders, over the last few years, we have shown that we can achieve good results with our sustainable concept, even in widely variable market conditions. Since 2011, we have generated USD 28 billion in capital. USD 5 billion, in fact, in the last year alone. Today, the bank has over USD 90 billion in loss-absorbing capital. We have spent USD 14 billion on regulatory matters and legal cases, and without, please note, asking you for a single cent of additional capital. At the same time, we have returned around USD 20 billion to you in the form of dividends and share buybacks. That's more than USD 5 per share. The tangible book value per share has increased by over 6% each year, including dividends, a highly competitive figure by international standards. Consequently, many of you who have remained loyal to us throughout this period have not regretted being on board. And if anybody wants to describe these results as boring, well, I would say, I can live with that. Another thing that's important to me and which goes beyond the purely financial and gives me a particular personal pleasure is that our staff feels so proud to work for UBS. Last year's staff survey confirmed that, once again, our staff feel very proud to work for us. The level of satisfaction and commitment among our employees are above the average for the financial services sector. And I can well imagine, in fact, I'm almost certain that the results of that survey would have been even better if we conducted it over the past few weeks. Our clients also value UBS again as a strong and reliable partner. And that's what counts at the end of the day, of course. The bank is in a good position today with all options open to it as it moves towards a successful future. This position of strength is a luxury nowadays, but we need to be careful to not recklessly squander this leading position just for the sake of earning some quick products from a minority who make a lot of noise or think only of the short term. Ladies and gentlemen, the job of CEO has been and still is, for me, a great privilege. It's my dream job, even though times have not always been easy, and they're not easy now. I'm delighted that I shall hold this responsibility for another 6 months. And I can assure you that I will always carry the 3 UBS key principles with me in my heart, even once I depart from my role. My thanks go to everyone here who has supported me, to my colleagues on the Group Executive Board past and present, and to our employees in Switzerland and all over the world. I would like to thank the Board of Directors and its Chairman, Axel Weber. It has been a real pleasure working with them. I also want to thank our clients. And last but not least, of course, I want to thank you, our valued shareholders. You give us the confidence, without which, one cannot run a business like this. Now I can't close my speech today by wishing you a safe journey home, but I can say, please stay at home and above all, stay well. Thank you very much.

Let me now ask Markus Baumann to announce representation of votes. Pursuant to Article 689(e), paragraph 2, the Swiss Code of Obligations, I am announcing the following representations: the independent proxy represents 2,102,773,866 votes. Since no shareholders can be present here today, the independent proxy represents all the votes. More than 14,000 shareholders have given their instructions on the individual items on the agenda to the independent proxy using the e-voting platform. We are very pleased with this positive development. This brings us to the items on the agenda, beginning with item 1, approval of the UBS Group AG management report and consolidated stand-alone financial statements for the 2019 financial year. I'm pleased to point out that the Annual Report 2019 is available at the website where you've been in a position to order it, and it is available at UBS Group AG's headquarters at Bahnhofstrasse 45 in Zurich for your inspection. We have received 4 questions from Actares on this item. Markus Baumann is going to read them out to you, and I'll answer them.

The first question from Actares is, how is UBS going to be compatible with the 1.5 degree C goal by 2050? Which measures will be required? And how binding are these measures?

And our answer is UBS has a comprehensive climate strategy that applies to the entire bank. It highlights our commitment to the goals of the United Nations for sustainable development, the so-called Sustainable Development Goals, abbreviated as SDGs. And these goals include clean and affordable energy as well as the Paris Agreement, which they're geared towards. UBS supports controlled transition to a low-carbon economy as provided for by the Paris Agreement. The measures we've taken to combat climate change are binding to the entire bank, and we are clearly demonstrating that we are seeing the risks and are aware of the risks entailed in climate change for our bank and for our customers. We have revised our standards in the sectors of energy and supply and have clearly reduced our credit exposures to companies in climate-sensitive sectors.

Second question from Actares, which influence will the COVID-19 crisis have on the bank's policy, climate and biodiversity?

We assume that the corona pandemic will only temporarily slow down the political activities that we saw in the field of climate and climate change. UBS continues to consistently work towards implementing our climate strategy, our ambitious climate strategy.

The third question is, the Banking on Climate Change 2020 report clearly shows that UBS's funding of oil, gas and coal companies slightly decreased compared to the previous year, but in particular, in terms of offshore oil and gas extraction, it has significantly risen. How is that reconcilable with your strategy?

UBS has clear standards for environmental and social risks. This includes clear criteria for business that we do not or no longer fund. Since 2018, we have not funded a new coal-fired power plants. And in 2019, we have introduced a more stringent criteria for fossil fuels. As you can see from our sustainability report, and as I've told you already in my speech today, UBS has clearly reduced CO2-relevant funding in its balance sheet. At the end of 2019, it amounted to USD 1.9 million or below 1%. In addition, our bank does not make available any capital anymore if the resources for new offshore oil projects in the Arctic ocean or certain greenfield projects such as oil sands mining are to be used in these fields.

The final question is, which corrections is UBS going to make in its compliance processes in order to avoid penalties resulting from illegal actions outside Switzerland?

In the past decade, UBS has continuously reinforced its entire control systems and expanded its compliance processes and resources. In organizational terms, controls were reinforced by appointing a member of the Executive Board at the end of 2019 whose function covered compliance and operational risks. Our global investigatory unit tries to identify potential staff misconduct early on and to -- subject it to penalties. In addition, staff behavior is part of our annual performance appraisal. UBS also touches major importance to staff awareness and offers a mandatory education and training program.

This brings us to the end of answering Actares' questions, and I herewith note that we have not received any further questions. I note that Ernst & Young AG, as the statutory auditors, recommends to approve UBS Group AG's consolidated standalone financial statements for the 2019 financial years. You will find the reports that do not include any reservations in the financial information and they've also been available for inspection at the headquarters. So let's proceed to the vote on item 1. The Board of Directors proposes that the management report for the 2019 financial year and the UBS Group AG consolidated and stand-alone financial statements for the 2019 financial year be approved. [Voting]

As you can see from the results displayed, 99.1% of the votes were in favor and 0.6% against the Board's motion. So the Annual General Meeting thus has approved the Board's motion. Moving on to Item 2. An advisory vote on the UBS Group AG compensation report for 2019. Dear shareholders, last year, we resumed active exchange on compensation matters with you. Feedback we received from our shareholders at the AGM in 2019 and our regular meetings throughout the year have shown that continuity and our long-term approach to compensation are being appreciated. At the same time, we have identified opportunities for further development. Our revised approach to compensation builds on the existing philosophy as practiced in the past. We thus support our culture of sustainable performance. Alignment of interest with staff -- between staff and shareholders, personal responsibility and appropriate risk management and risk appetite. The main focus of the review was on introducing a new long-term stock plan for our top management. This plan reinforces alignment of compensation on implementation of strategy, financial performance and long-term growth. It creates a strong tie between realized compensation and long-term performance as well as the price of the UBS share. For the Executive Board, 50% variable compensation is deferred for a period of up to 5 years under this plan. Let me briefly touch upon the most essential adjustments. For the group CEO and the members of the Group's Executive Board, active in March 2017, 30% of the awards for 2019 under the stock plan are directly dependent on the settlement of the French trial, and the same criteria for the awards applies to parts of my share awards for 2019. Furthermore, the fees for the members of the Board of Directors were reduced to my colleagues. This -- at the end of the day and from this AGM, this will mean fees lower by 14%. And for myself, the amounts have been reduced retroactively by 14% as well. And disclosure with regard to performance appraisal of our CEO was expanded and just become more transparent. And finally, in our compensation report, we will -- are giving more comprehensive information on sustainability criteria being taken into account when it comes to defining compensation. Sustainability criteria have been clearly embedded in our values ever since our pillars and principles were introduced in 2011. We're convinced that our updated approach to compensation will support us in achieving our ambitions for the group, and will help us to get acceptance and more support from shareholders. Let's move on to carrying out the advisory vote. The Board of Directors proposes that the UBS Group AG 2019 compensation report be ratified in an advisory vote. [Voting]

As you can see from the results shown on the screen, 84.6% of the votes have been in favor and 14.9% against the Board's motion. So the Annual General Meeting has thus ratified the 2019 compensation report of UBS Group AG. The share of yes votes is higher than last year, which makes me think that you continue to support us on this path. We now proceed to agenda Item 3, the appropriation of total profit and distribution of ordinary dividend out of the total profit and capital contribution reserve. On the basis of the stand-alone financial statement, annual profit of the UBS Group AG for 2019, USD $3,320 million, that is CHF $3,384 million. The Board of Directors proposes that $1,911 million, that is CHF 2,020 million be assigned 2 voluntary retained earnings reserve. Following requests from FINMA, the financial market regulatory authority here in Switzerland, the UBS amended its proposal for the appropriation of total profit and dividend distribution. Now given the financial strength of UBS and its business model, the Board of Directors does intend to pay out the full dividend of USD 0.73 per share. However, in order to meet the regulatory request that's been put to us, we are proposing a payout in 2 separate tranches. So today, we will talk about the distribution of the first tranche to take a decision on that and then allocate the second tranche to a particular -- a special dividend reserve. A decision on the distribution of the second tranche will be taken at an extraordinary general meeting proposed for the 19th of November 2020. Now we are convinced that UBS with this proposed dividend is following a prudent payout policy and still looking after its capital strength. We have also temporarily halted our share buyback program. The total amount of dividend distribution has a cap applied to it of CHF 2,628 million. But today, I'm given the exchange rate that applies, we have not reached this cap. We have received some letters and questions about this particular point. On the 15th of April 2020, Mr. [indiscernible] in Solothurn sent the following motion about the distribution of dividend. Markus Baumann will read this out.

The dividend for 2019 should only be paid out under the following conditions: number one, the Board of Directors shall cut by 50% of their fee for 2019; secondly, the entire Board of Directors shall not receive any bonus or any share program for 2019 and 2020; thirdly, the executive team should forgo its bonus for 2019, 2020; and fourthly, the Board of Directors should forgo 40% of its salary for 2019 and for 2020.

The Board of Directors rejects this proposal. We shall proceed to vote on agenda Item 3. And we shall begin by voting on the proposal of the Board of Directors. If the proposal of the Board of Directors is accepted, then there will be no need to vote on the motion brought by Mr.[ Glauner ]. If the Board's proposal should not be accepted, then we will proceed to vote on Mr. [ Glauner's ] proposal. So the Board of Directors, therefore, proposes that the annual profit of UBS Group AG for 2019, that being USD 3,320 million be taken and that USD 1,911 million, which is CHF 2,020 million to be assigned to the voluntary earnings reserve. Additionally, the Board of Directors proposes the distribution of an ordinary dividend of USD 0.365 gross in cash per share with a par value of CHF 0.10 to be paid as USD 705 million, which is CHF 682 million from the profits for 2019, and as USD 705 million, which is CHF 682 million from capital contribution reserve. Additionally, the Board of Directors proposes the allocation of a sum of USD 0.365 per share with par value of CHF 0.10 to a special dividend reserve. Now as you can see from the results shown on your screen, 95.78% of the votes casted are in favor of the Board's proposal, and 4.05% are against. The general assembly has, therefore, approved the proposal of the Board of Directors, and there is now no need to vote on the motion moved by Mr. [ Glauner ]. We may proceed now to agenda Item 4, the grant of discharge to members of the Board of Directors and the Group Executive Board for the financial year 2019. Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Group Executive Board for the financial year 2019, leaving aside, however, all issues relating to the cross-border matter in France. Now it is our understanding that the court ruling in the France case, that ruling handed down in February 2019, was the main reason why you refused to grant discharge to the members of the Board of Directors and the Group Executive Board for the financial year 2018. And we are also very much aware that there is still great uncertainty about this case in France. That is why we are, therefore, proposing that you grant discharge for the financial year 2019, specifically leaving aside all matters relating to this cross-border issue in France. Now I would like to draw your attention to the report that we have provided about the case in France. It's available on our Investor Relations website, and it answers many of the most frequently asked questions that we receive from shareholders, clients and staff. The names of these people who sat on the Board of Directors or served on the Group Executive Board during 2019 can be seen on the screen. Now Mr. Beat Kaiser from Bottmingen passed -- moved a motion on the 23rd of April 2020 stating that the matter of granting discharge to Mr. Markus Diethelm should be voted on separately. We will first of all deal with this motion. The Board of Directors proposes that this motion be rejected. We will proceed to the vote on the motion moved by Mr. Beat Kaiser. [Voting]

Here are the results. As you can see, there is 1 vote in favor of this motion. And therefore, we can say that around 100% of the votes have been casted against that motion. Mr. Beat Kaiser's motion is therefore rejected in accordance with Article 17 Paragraph 1 of the Articles of Association of the UBS Group AG because it has not received the necessary majority of votes cast. Mr. Beat Kaiser has also moved a motion that the vote on discharge to the Board of Directors should also be carried out on an individual basis. We also reject this motion. We propose that the motion to vote separately on the granting of discharge to members of the Board of Directors should be rejected. We proceed to the vote on Mr. Beat Kaiser's second motion relating to the grant of discharge to the members of the Board of Directors. [Voting]

Ladies and gentlemen, once again, we have 1 vote in favor of this proposal. And we can therefore say that about 100% of the votes are against that proposal. Therefore, in accordance with Article 17 Paragraph 1 of the Articles of Association of UBS Group AG, Mr. Beat Kaiser's motion has not received the necessary majority of votes. His proposal has been rejected. We may now proceed to the regular vote on agenda Item 4. Members of the Board of Directors and the Group Executive Board of UBS Group AG, of course, are not allowed to participate in this vote. The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Group Executive Board for the financial year 2019 leaving specifically aside of all matters related to the cross-border issue in France. [Voting]

As you can see from the results being shown on your screen, 93.65% of the votes cast were in favor of the proposal and 5.73% of the votes are against. The AGM has, therefore, approved the Board's proposal. Thank you. Moving on to Item 5, which is reelection of the members of the Board of Directors. Based on the 1-year term of office, all members of the Board of Directors who are standing for another term of office are subject to being reelected. I would like to thank all colleagues very cordially for making themselves available. Due to the high workload and it's a major responsibility, this does not go without saying. Before we move on to reelections, I would like to say goodbye to 1 or 2 colleagues. Isabelle Romy was elected as a member of the Board of Directors 8 years ago, and will not stand for reelection at this AGM. Isabelle Romy contributed her excellent legal expertise to the Board of Directors and served as a member of the Audit Committee and the Governance and Nominating Committee. David Sidwell will not stand for reelection as member of the Board of Directors either. He was elected 12 years ago. David Sidwell was especially in challenging times an important backbone of the Board of Directors and contributed significantly to the history of our business. He served as the Chairman of the Risk Committee, Senior Independent Director, Vice Chairman and Member of the Governance and Nominating Committee. He was significantly involved in the strategic repositioning of UBS and contributed essentially to the new risk and control processes in the company. Robert Scully will not stand for reelection as a member of the Board of Directors either. He was elected 4 years ago and was a member of the Risk Committee. My colleagues on the Board and myself would like to thank David Sidwell, Isabelle Romy and Bob Scully for their precious cooperation and their excellent support, and we wish them all the best for their future. Now we are going to briefly present to you all members standing for reelection, the detailed CVs and their mandates in listed and nonlisted companies can be found in the German version of the Annual Report on Page 238 and following. Let's begin with Item 5.1. I would like to ask Markus Baumann to lead you through my reelection as a member of the Board of Directors and as the Chairman of the Board.

Axel Weber's term of office is elapsing at the AGM today. He is willing to be reelected as the Chairman of the Board of Directors. Axel Weber was appointed Chairman of the Board 5.5 years ago. If reelected, he would continue to be the Chairman of the Governance and Nominating Committee and the Corporate Culture and Responsibility Committee. The Board of Directors are happy that Axel Weber is willing to continue in his capacity as Chairman of the Board and recommends him to be reelected.

So this brings us on to Item 5.2, reelection of Jeremy Anderson. Jeremy Anderson was appointed or elected a member of the Board of Directors of UBS Group AG 2 years ago. He would continue to be Chairman of the Audit Committee and member of the Governance and Nominating Committee, if reelected. And in addition to that, if reelected, he would be appointed as the Vice Chairman and, additionally, as the Senior Independent Director. Moving on to Item 5.3, reelection of William C. Dudley. William Dudley was elected as a member of the Board of Directors of UBS Group AG 1 year ago. Following reelection, he would continue to be a member of the Risk Committee and the Corporate Culture and Responsibility Committee. And in addition, he would become a member of the Governance and Nominating Committee. Item 5.4, reelection of Reto Francioni. Reto Francioni was elected a member of the Board of Directors of UBS Group AG 5.5 years ago. When reelected, he would remain a member of the Risk Committee and he will be reelected or reelection of him as a member of the Compensation Committee will come up under Item 7.2. Item 5.5, reelection of Fred Hu. Fred Hu was elected a member of the Board of Directors for UBS Group AG 2 years ago. If reelected, he would become a member of the Risk Committee and the Governance and Nominating Committee. Item 5.6, reelection of Julie Richardson. Julie Richardson was elected a member of the Board of Directors of UBS Group AG 3 years ago. Following reelection, she would continue to be a member of the Risk Committee and the Governance and Nominating Committee; and under Item 7.1, her reelection as a member of the Compensation Committee will come up. Item 5.7, reelection of Beatrice Weder di Mauro. Beatrice Weder di Mauro was appointed a member of the Board of Directors, 5.5 years ago. If reelected, she will continue to be a member of the Audit and Corporate, Culture and Responsibility Committee. Moving on to Item 5.8, reelection of Dieter Wemmer. Dieter Wemmer was elected as a member of the Board of Directors of UBS Group AG, 4 years ago. If reelected, he would remain a member of the Audit Committee and become a member of the Governance and Nominating Committee. He will also have to be reelected as a member of the Compensation Committee under Item 7.3. And under Item 5.9, we will have reelection of Jeanette Wong, who was elected as a member of the Board of Directors of UBS Group AG, 1 year ago. If reelected, she would remain a member of the Audit Committee and become a new member of the Corporate Culture and Responsibility Committee. She will also have to be reelected under Item 4 -- 7.4 as a member of the Compensation Committee. Let's proceed to the votes on items 5.1 through 5.9. The Board of Directors proposes to reelect the members of the Board of Directors and myself as the Chairman of the Board for 1 year of office. [Voting]

As you can see from the results shown on the screen, the vast majorities have carried the motions of the Board. So the Annual General Meeting has reelected all members of the Board of Directors and myself as the Chairman of the Board. The reelected members of the Board of Directors have announced to me in the run-up to this AGM, they would accept reelection should they receive a positive election outcome. We would like to thank you for the trust you've expressed in us. Moving on to Item 6, election of new members of the Board of Directors. I'll be pleased to present to you the 2 new members standing for election: Mark Hughes and Nathalie Rachou. Let's begin with Item 6.1, election of Mark Hughes. Mark Hughes was born in 1958, and is a citizen of Canada, the U.K. and the United States of America. He holds an MBA in finance from the Manchester Business School and a Bachelors Degree of Law from the University of Leeds in England. In 1981, he joined the Royal Bank of Canada, and throughout his entire career worked for the bank in Canada, in the United States and in the U.K. He held various management positions, including Chief Operating Officer, Capital Markets from 2008 to 2013, and Head of Global Credit from 2001 to 2008. Mark Hughes, for more than 20 years, was a member of the Board of Directors of various subsidiaries of the Royal Bank of Canada. Between 2014 and 2018, Mark Hughes was Group Chief Risk Officer of Royal Bank of Canada. Currently, he's the Chairman of the Global Risk Institute and a Guest Professor at the University of Leeds and Senior Adviser with McKinsey & Company. Moving on to Item 6.2, election of Nathalie Rachou. Nathalie Rachou was born in 1957 and is a French citizen. Nathalie Rachou holds a Master’s Degree in Management from HEC in Paris and an executive MBA from Insead. Between 1978 and 1999, she held various positions with Banque Indosuez and with Crédit Agricole Indosuez and in the capital markets business as the Chief Operating Officer of a brokerage subsidiary of Banque Indosuez. In 1999, she founded Topiary Finance Limited Ltd., an asset management company based in London and was its CEO until the merger with Rouvier Associés in 2014. Between 2015 and April 2020, Nathalie Rachou was the Senior Adviser of Clartan Associés, formerly Rouvier Associés, the company she owned. Nathalie Rachou is a member of the Board of Directors of Euronext NV of Veolia S.A. And she's stepping down from the Board of Directors of Société Générale in May 2020. The Board of Directors is happy that Mark Hughes and Nathalie Rachou are willing to take on responsibility in our top most body. We are very proud to present to you 2 seasoned and experienced experts in the financial industry as new members of the Board of Directors. Their skills will be a big complement to the knowledge in our -- available in our Board of Directors. The Board of Directors has the intention of appointing Mark Hughes as the Chairman of the Risk Committee and a member of the Corporate Culture and Responsibility Committee, and appointing Nathalie Rachou as a member of the Risk Committee. This brings us to the votes on items 6.1 and 6.2. The Board of Directors proposes to elect Mark Hughes and Nathalie Rachou for a 1-year term of office as members of the Board of Directors. [Voting]

As you can see from the results on screen, 98.7% are in favor of election of Mark Hughes, and 95.1% of the votes for the election of Nathalie Rachou. The Annual General Meeting thus has elected Mark Hughes and Nathalie Rachou as members of the Board of Directors. The newly elected members of the Board of Directors have announced to me in the run-up to this AGM that they would accept election if the outcome was positive. We proceed now to agenda Item 7, the election of the members of the Compensation Committee for a 1-year term of office. And we proceed directly to the votes on agenda Item 7.1 through to 7.4. The Board of Directors proposes that Julie Richardson, Reto Francioni and Dieter Wemmer be appointed, reelected to the Compensation Committee for a term of office of 1-year and that Jeanette Wong be elected as a new member of the Compensation Committee. [Voting]

As you can see from your screen, we once again have a large majority in favor of the proposal of the Board. The AGM has, therefore, elected Julie Richardson, Reto Francioni, Dieter Wemmer and Jeanette Wong to the Compensation Committee. The elected members of the Compensation Committee all told me in advance that they would be delighted to accept the position, if they were elected. We proceed now to agenda Item 8, relating to the approval of compensation for the members of the Board of Directors and the Group Executive Board. With respect to these upcoming 3 votes, I would like to refer you to the compensation report 2019 of the UBS Group AG as well as the brochure entitled say-on-pay. These reports provide a large amount of detail about our compensation arrangements, and we will begin by discussing -- by running through the 3 votes. And then we will proceed to vote about the 3 aggregate amounts. Let us begin then with agenda Item 8.1, approval of the maximum aggregate amount of compensation for the members of the Board of Directors from the 2020 AGM to the 2021 AGM. The proposed aggregate amount of compensation for the Board of Directors is CHF 13 million for the period running from today's AGM up until the 2021 ordinary general assembly. It includes the fee for myself as Chairman and the fees for the independent members of the Board of Directors that you have just elected. The proposed sum involves a reduction of 10% or CHF 1.5 million compared to the previous year. This reflects a reduction of my own fee of 14% and the reduction of the basic fees of all members by CHF 25,000 beginning from today's AGM. Additionally, certain fees of independent directors have also been reduced and the advanced payments of 15%, which independent directors used to be able to use to purchase their compulsory shareholdings is also being done away with. Overall, these adjustments lead to a reduction of around 14%. We proceed then to agenda Item 8.2, the approval of the aggregate amount of variable compensation for the members of the Group Executive Board for the financial year 2019. The Board proposes an aggregate amount in variable compensation of CHF 70.25 million for the financial year 2014. When setting variable compensation, the performance of the Group Executive Board members is measured against a series of financial objectives relating to the particular functions or areas of the company that their role covers. Their performance against our pillars and principles is also measured and various other factors are taken into account. The proposed aggregate amount reflects the ongoing solid financial results in spite of uneven market conditions reflects our strong capital basis and the enhanced return of capital to our shareholders. It also reflects a series of other factors such as risk-adjusted profits, profitability and capital strength, relative performance and progress with sustainability issues. Regulatory matters and legal cases have also been taken into account as well as the effects of the case in France on the company and on the developments of the share price. The proposed aggregate amount represents a reduction of 14%, overall compared to last year. We move on then to agenda Item 8.3, approval of the maximum aggregate amount of fixed compensation for the members of the Group Executive Board for the financial year 2021. Board of Directors proposes a maximum aggregate amount of fixed compensation for members of the Group Executive Board to the tune of CHF 33 million for the financial year 2021. This proposed maximum aggregate amount for fixed compensation for the Group Executive Board of CHF 33 million comprises basic salaries whereby the Group CEO currently receives CHF 2.5 million and each other member of the Group Executive Board receive CHF 1.5 million. These basic salaries have not been increased since 2011. The maximum aggregate amount proposed also includes fixed compensation and role-based allowances, estimated standard contributions to social security arrangements as well as various fringe benefits and a reserve. The amount proposed is unchanged compared to the previous year. We can now proceed to vote then on agenda items 8.1, 8.2, and 8.3. Under agenda Item 8.1, the Board of Directors proposes that the maximum aggregate amount of compensation is CHF 13 million for the period running from today's AGM until the ordinary general assembly 2021 be approved. Under agenda Item 8.2, the Board proposes the maximum aggregate amount of variable compensation to members of the Group Executive Board to the tune of CHF 70.25 million for the financial year 2019 be approved. And agenda Item 8.3, the Board of Directors proposes the maximum aggregate amount of fixed compensation for members of the Group Executive Board to the tune of CHF 33 million for the financial year 2021 to be approved. [Voting]

As you can see from the results being shown on your screen, we have a large majority in favor of the 3 proposals of the Board of Directors. The Annual General Meeting has, therefore, approved the proposals of the Board of Directors. And we can proceed to agenda Item 9, which relates to the reelection of the independent proxy ADB Altorfer Duss & Beilstein AG, of Zurich for a 1-year term of office running up to the end of the ordinary general assembly 2021. Under this agenda item, the Board of Directors proposes the reelection of ADB Altorfer Duss & Beilstein AG, of Zurich as independent proxy for a 1-year term of office, and we can proceed to the vote and here are the results. [Voting]

As you can see from the results on your screen now, 98.83% of the votes have been cast in favor of the proposal of the Board, 0.98% of the votes are against that proposal. I, therefore, declare that the assembly has approved our proposal and reelected Altorfer Duss & Beilstein AG as an independent proxy, and I congratulate them for that. We proceed to agenda Item 10, the reelection of Ernst & Young AG of Basel as auditors for the consolidated and stand-alone financial statements of the UBS Group AG for a 1-year term of office. With Ernst & Young, we have a highly professional and very efficient partner, who is fully able to meet the high expectations of a global financial organization like ours. It's a long standing partnership, which provides the benefit that Ernst & Young is very well acquainted with our structures, products and services and is, therefore, in a very healthy position to properly carry out its controlled function. Ernst & Young has confirmed to the Audit Committee of the Board of Directors that it possesses the necessary independence to be able to carry out its mandate and that its independence is not impacted by any other services, which it provides to the UBS Group. Such additional mandates require the prior approval of the Audit Committee. Ernst & Young has also confirmed that between the 1st of January and 31st of December 2019, it did not provide any services to UBS Group AG or its subsidiaries, which would run counter to the rules of the U.S. Securities and Exchange Commission applying to independent auditors. We therefore proceed to the vote under agenda Item 10. The Board proposes the reelection of Ernst & Young AG of Basel for a 1-year term of office for the position of auditor. [Voting]

As you can see from the results on the screen, we have 94.54% of the votes cast in favor of the Board's proposal and 5.26% of the votes against. I, therefore, confirm the AGM has approved the proposal of the Board. And I congratulate Ernst & Young AG for their reelection. Ladies and gentlemen, shareholders, we would like to thank you for the confidence that you have shown in us by approving the proposals of the Board of Directors of the UBS Group AG. I hope that you understand that you have not -- I hope you understand why that you have not been able to attend the AGM today in person and why you had to give your voting instructions to the independent proxy. The results of the votes from today's meeting as well as the speeches we've made will be published on our website after the meeting. And over the course of the next 2 weeks, you will also find an abridged set of minutes of today's AGM. The next general assembly of the UBS Group AG is planned for the 19th of November 2020. This will be an extraordinary general assembly, the purpose of which is for the approval as intended by the Board and explained earlier, to distribute the second tranche of the 2019 dividend from the special reserve that we have set up. The next ordinary annual general meeting of the UBS Group AG will take place on the 28th of April 2021 in the St. Jakobshalle in Basel, and I'm really looking forward to being able to welcome you in person there again next year. Ladies and gentlemen, the general meeting is therefore closed for 2020, and I wish you the very best of health. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]