Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Ageas - AGM and EGM 15 May 2019

We note that, as announced in ECGS' previous analysis, the Company confirms that the Extraordinary General Meeting of Shareholders of 18 April 2019 has not achieved the required attendance quorum. It was thus unable to decide validly regarding its agenda items. A new Extraordinary General Meeting will therefore be convened after the AGM, which, regardless of the share capital represented, will be able to deliberate validly regarding all agenda items.

In general, Ageas is in compliance with the Belgian regulations relating to the organization and procedures of the (Annual and Extraordinary) General Meeting.

Under ITEM 8, the board seeks shareholder approval of the remuneration report. Although the amounts are acceptable, ECGS does not approve of long-term incentive plans that do not operate one or more challenging performance conditions. Therefore, we recommend to OPPOSE.

Under ITEM 9.1, the board seeks shareholder approval for new nominee Emmanuel Van Grimbergen, who is also a Group Risk Officer within the Company. Due to his position at Ageas, he cannot be considered as independent. However, the independence threshold on board is 53%, which is in line with ECGS’ guidelines of at least 50%. Hence, we recommend shareholders to APPROVE.

Underlying
Ageas

Ageas is an insurance company engaged in providing a range of life and non-life products distributed through a variety of channels. Co. focuses on helping its customers to mitigate risks related to property, casualty, life and pensions. Co. serves its customers through a combination of wholly owned subsidiaries, equity associates and partnerships, with financial institutions and distributors in Belgium, the U.K., Luxembourg, Italy, Portugal, Turkey, France, China, Malaysia, India, Thailand and Hong Kong. Co. is organized into five operating segments: Belgium, U.K., Continental Europe, Asia, and General Account.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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