ITEM 6: the company proposes to amend the CEO remuneration policy regarding its indemnity and non-compete clause (applicable for the new CEO, not for Tom Enders). These amendments will, mainly, allow limiting amounts that could be granted, which we welcome. However, we regret that the company did not make any change in the supplementary pension plan as it is very generous (we remind that for Tom Enders, as of 31 December 2018,the defined benefit obligation amounts to € 26.3 M vs € 21.2 M at the end of 2017).
We note that Tom Enders will not receive any severance payment and no LTI was granted for 2018 or 2019. However, his non-compete clause is generous (€3.2 M) and it seems that the company may not apply any prorate on ongoing plans (considering a share price of €99/share as of 31/01/19, provided that performance conditions are met and that plans fully vest, the total value of this ongoing plans is estimated to be €7.3 M).
In this same Item 6, the company also proposes to amend the non-executive board members remuneration policy by granting them additional fees. Nevertheless, we note that the 2018 global amount granted is the highest amount granted in the CAC 40 and it did not prevent the board from having a poor track record, mainly regarding its lack of prevention of corruption practices within the group. Therefore, granting them additional fees does not seem acceptable and we do not support Item 6.
ITEMS 4 and 5: The Company is currently under investigations by the Parquet National Financier (France), the Serious Fraud Office (UK) and the Department of Justice (USA) (/content/aa1f65a8-0448-11e9-99df-6183d3002ee1), which may lead to material fines and impact significantly the company’s value. Shareholders should be able to use any legal recourse they can and, thus, they should not grant any discharge of liability. Thus, we do not support items 4 and 5.
Airbus is an European Aeronautic Defense and Space company whose core business is the manufacturing of commercial aircraft, civil and military helicopters, commercial space launch vehicles, missiles, military aircraft, satellites and defense systems and defense electronics and the rendering of services related to these activities. Co. organizes its businesses into the following five operating divisions: Airbus Commercial, Airbus Military, Eurocopter, Cassidian and Astrium. In addition, Co.'s Other Businesses division engages in the development, manufacturing, marketing and sale of regional turboprop aircraft and aircraft components.
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 :
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.
Aroundtown (Conserver) : Fusion avec TLG Immobilien (Achat) Erste Group Bank (Achat) : Emission d'un nouveau titre Tier 2 à mid-swap+130pbs Accor (Achat) : Cède 5,2% de sa filiale AccorInvest pour €204m Casino (Achat souches courtes, Conserver souches longues) : Nouvelle ligne de crédit syndiquée de €2 mds ArcelorMittal (Achat) : Finalise l'acquisition d'Essar Steel d’un montant de $5,8 mds Coty (Achat) : Acquisition de 51% du groupe Kylie Jenner pour $600m Volkswagen (Achat) : Revoit à la baisse ses perspectives de moyen-terme 2016-2020 ...
In general, Argenx is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 3, the board of directors seeks approval to amend the Company’s stock option plan ("the Plan"). Although ECGS has no (major) concerns over the proposed amendments, it notes that Plan allows for a (potential) aggregate capital increase of 14.5% of the Company’s issued share capital, which exceeds ECGS’guidelines. In addition, ECGS considers the vesting period for time vesting awards (of between 1 and 3 years) too short. Based on the above, ...
In general, Coloplast is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEMS 4 and 5.2 the board of directors seeks approval for the Company's remuneration report (ITEM 4) and remuneration policy (ITEM 5.2). Although ECGS strongly welcomes the first separate remuneration report, Coloplast's remuneration structure is NOT considered to be in line with its guidelines. Accordingly, ECGS recommends to vote OPPOSE to both agenda items. Under ITEM 6.1 it is proposed to (re-)appoint Mr. Lars Søren Rasmussen as Chairman of ...
In general, Adyen is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 2, the supervisory board proposes to newly appoint Ms. Mariëtte Bianca Swart as the Company's Chief Legal and Compliance Officer (CLCO) and member of the executive board for a period of 4-years. ECGS has no concerns over Ms. Swart’s appointment and accordingly recommends to vote FOR. Under ITEM 3, the supervisory board proposes to newly appoint Mr. Kamran Zaki as Adyen's Chief Operating Officer (COO) and member of the executive board for a...
Unfortunately, this report is not available for the investor type or country you selected.Browse all ResearchPool reports
Report is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.