Akzo Nobel previously rejected a USD 29 billion take-over bid made by market leader PPG Industries earlier this year, thereby frustrating some of its shareholders. Activist investor Elliott led an aggressive campaign to force AkzoNobel to accept the take-over bid but was thwarted by a combination of resistance from managers, local institutional investors and even politicians who feared that a merger would result in thousands of Dutch jobs being lost.
Since rejecting the last take-over bid by PPG Industries, AkzoNobel more recently announced it was in “constructive talks” to buy Philadelphia-based Axalta Coating Systems. Although AkzoNobel called it “a merger of equals,” AkzoNobel is nearly three times the size of Axalta.Swallowing Axalta would help protect AkzoNobel against a fresh advance from PPG Industries by making it too big to digest. AkzoNobel confirms that its separation of Specialty Chemicals, including the return of the vast majority of net proceeds to shareholders, remains on track for April 2018 and is unaffected by these discussions.
On 16 August 2017, Akzo Nobel announced that it had ended a struggling disagreement with its largest shareholder, Elliott Advisors, by agreeing to appoint three new directors to its board. Akzo Nobel stated it had reached an agreement as part of an effort to normalise relations with Elliott, which for months had included legal battles against the Company for its reluctance to engage in talks with US-based PPG Industries which made several takeover offers. In exchange for Akzo Nobel appointing three new members to its board, Elliott agreed to support the Company’s plan to split itself into two separate entities, as well as support the recent appointment of Thierry Vanlancker as CEO. Mr. Vanlancker succeeded Mr. Ton Büchner, who stepped down due to health reasons, as CEO of Akzo Nobel last June.
Under agenda item 1, it is proposed to appoint Mr. Maarten de Vries as Chief Financial Officer (CFO), starting January 1, 2018 for a four-year term. Akzo Nobel CFO Maëlys Castella took a leave of absence on 8 September 2017 for health reasons. Responsibilities are currently managed by the Controller of the Company, Mr. Hans De Vriese. We have no concerns over the proposed appointment of Mr. De Vries and recommend approval.
Akzo Nobel furthermore proposes the nomination of two new Supervisory Board members, Mrs. Sue Clark and Mr. Patrick Thomas. In addition, it was announced that AkzoNobel intended to nominate a third new Supervisory Board member. An earlier proposal by shareholder Universities Superannuation Scheme Limited ("USS") to nominate Mr. E. Meurice for appointment as a new member of the Supervisory Board was withdrawn. Under agenda item 2, the Supervisory Board proposes to newly appoint Mr. P.W. Thomas, Mrs. S.M. Clark and Mr. M. Jaski as members of the Supervisory Board with effect from November 30, 2017 for a four-year term. We have no concerns over the proposed appointments and recommend approval.
Under agenda item 3, It is proposed to approve the separation of the Specialty Chemicals business from AkzoNobel through a private sale or a legal demerger, on conditions to be determined by the Board of Management with approval of the Supervisory Board. Although we believe the separation of the Specialty Chemicals business allows AkzoNobel to increase returns to its shareholders, we regard the shared details on the private sale or legal demerger to be insufficient for shareholders to make a well-informed decision in these turbulent times for Akzo Nobel. Therefore, we recommend shareholders oppose this proposal.
Akzo Nobel N.V. is a holding company. Through its subsidiaries, Co. is engaged in the production and marketing of paints, coatings and specialty chemicals. Co. has three segments: Decorative Paints, which supplies products for the professional and do-it-yourself markets, including paints, lacquers and varnishes, as well as products for surface preparation; Performance Coatings, which is divided into the following businesses: Automotive and Aerospace Coatings, Industrial Coatings, Marine and Protective Coatings, and Powder Coatings; and Specialty Chemicals, which are used in products such as ice cream, soups, disinfectants, plastics, soaps, detergents, cosmetics, paper and asphalt.
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A director at Akzo Nobel Nv bought 1,567 shares at 73.750EUR and the significance rating of the trade was 59/100. Is that information sufficient for you to make an investment decision? This report gives details of those trades and adds context and analysis to them such that you can judge whether these trading decisions are ones worth following. Included in the report is a detailed share price chart which plots discretionary trades by all the company's directors over the last two years clearly showing Close periods where trading activity is restricted under listing rules. The names of board...
We reduce our TP to €80, reflecting recent cash returns and results, and reiterate our HOLD recommendation. We acknowledge AkzoNobel's appeal as a self-help story, evidenced by a 19% EBIT CAGR 2018-21F, but see this as largely priced in at current valuation multiples. Our revised estimates imply c.5% downside risk to 2019F EBIT consensus, while we are roughly in line on 2020F. We model a 12% EBIT margin (cons: 12.2%) below AkzoNobel's target of ~13.4% (15% ex corporate costs), which we still consider a stretched ambition.
Heineken (HEIANA) grew its beer volumes by +4.3% on an organic basis in 1Q19, set against Bloomberg consensus of +3.3% and the 1Q18 comp of +4.3%. Heineken kept its outlook for FY19 and continues to expect mid-single digit organic growth in operating profit (beia). The company sees a higher positive impact from currencies on operating profit to the tune of €80m, up from €50m. We view today's update as broadly neutral for spreads. (For full stories, download report)
Le renouvellement des mandats de Philippe Maubert, Christophe Maubert, Catherine Canovas, et Lionel Picolet sont soumis à l’approbation des actionnaires. Au regard du manque d’indépendance au conseil d’administration, Proxinvest s’opposera aux résolutions 5 à 8. La politique de rémunération pour 2019 présentée par la société dans le Rapport de Gouvernance d’entreprise est très insuffisante. L’absence de nombreuses informations ne permet pas à l’actionnaire d’estimer la rémunération attribuable aux dirigeants pour 2019. Ainsi, Proxinvest s’opposera à la résolution 9. Concernant la rémunératio...
GouvernanceLa société propose le renouvellement de 3 administrateurs et la nomination de 2 administrateurs indépendants. Parmi les renouvellements proposés figure celui de Julie Guerrand. Selon la politique de vote de Proxinvest, en cas de conseil ne comprenant pas une majorité de membres indépendants, Proxinvest soutient 1 représentant pour chacun des 3 principaux actionnaires. En l'occurrence, le représentant le plus légitime de H51, le premier actionnaire, est sa Présidente, Julie Guerrand. Nous soutenons donc son renouvellement, mais pas celui de M. Bauer. Concernant Mme Sénéquier, bien qu...
Le conseil n'est pas majoritairement composé de membres libres de conflits d'intérêts. Par conséquent, parmi les renouvellements proposés, seul le Président du conseil sera soutenu en raison de la séparation des fonctions avec la Direction Générale (résolutions 5 à 7). En ce qui concerne la rémunération 2018 du Directeur Général, l'absence de communication des taux de réalisation de chacun des critères financiers du bonus constitue un manque rédhibitoire pour Proxinvest. Par ailleurs, l'attribution d'actions gratuites est basée sur des critères non vérifiables et qui sont calculés sur une pér...
ITEM 10: Although the board does not comprise a majority of independent members, Julie Guerrand is the most legitimate representative of the main shareholder as she is its Chairman. Thus, we recommend approval. ITEMS 7 and 8: Axel Dumas’ additional remuneration is indexed to the Group’s revenue, but only in an upward direction. If the company underperforms, executive will not be impacted. This is not acceptable. Moreover, Emile Hermès SARL’s total remuneration reached €9.6 M in 2018, which widely exceeds the median CAC 40 executives and represents 458 times the French minimum wage (SMIC), wh...
The majority of the Board is not composed of independent members. Consequently, among the proposed renewals, only the Chairman of the Board will be supported due to the separation of functions with the Executive Management (resolutions 5 to 7). With regard to the 2018 remuneration of the CEO, the failure to communicate the achievement rates of each of the financial criteria related to the bonus constitutes a fundamental flaw for ECGS. In addition, the allocation of performance shares is based on criteria that cannot be verified and are calculated over a period of only two years, which is insu...
The Annual General Meeting will be held foreseeable on the second call on May 31st, 2019, at 12 p.m. The re-election of the Chairman is proposed in item 10. Mr. Antonio Brufau Niub has served on the Board since 1996 and has been Chairman for fifteen years. Prior to serving as Chairman, he served as CEO of the Company and Executive Chairman. There are concerns that his fixed fees of EUR 2.5 million per year imply that he continues to perform some executive functions. Furthermore, ECGS guidelines do not support the appointment of a former CEO as Chairman. This can undermine the Boardns supe...
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