The agenda with 48 resolutions proposes to approve the combination between Alstom and Siemens’ mobility business. Originally presented as a merger of equals, Siemens will become the controlling shareholder of the new Group with 50.67% of the capital at the closing of the transaction and may hold 52% four years later. Siemens will have the control over the Board with 6 out 11 directors appointed by Siemens, including the Chairman, and 4 independent directors appointed by Alstom but agreed by Siemens.
The strategic interest appears to be real but Alstom shareholders should be granted a higher control premium: the implicit control premium only amounts to 13% and, under Proxinvest view, Siemens should pay an additional €1.1 Bln to Alstom shareholders as a minimum in order to increase the premium control up to 30%. The terms of the transaction will allow Siemens to control the main European player and the second world without paying the fair price. Under these conditions, the operation will not be supported by Proxinvest.
The remuneration policy of the Chairman-CEO was strongly contested last year by the shareholders. The company has made significant improvements in terms of disclosure and structure: the achievement rates of each criterion for STI are available and the performance conditions for LTIP are calculated over 3 years. However, vesting can be made in case of underperformance. The post-transaction remuneration policy with Siemens of the future CEO is also on the agenda. It is highly inflationary with a 20% increase of the base salary which also serves to calculate the other elements of remuneration. A negative vote is therefore recommended (resolution 46).
Alstom serves the power generation and transmission markets, and rail transport market. Co.'s activities are divided into four sectors: the Thermal Power Sector (Co. offers power generation solutions using gas or coal to services including plant modernization, maintenance and operational support); the Renewable Power sector offers EPC solutions, turbines and generators, control equipment and maintenance for Hydropower and Wind power activities; the Grid Sector designs and manufactures equipment and turnkey solutions to manage power grids and transmit electricity from the power plant to the large end-user; and the Transport Sector provides rail transport products, systems and services.
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No-moat Alstom reported no surprises in its first-quarter results, with flat year-over-year revenue and a 39% decline in orders. Revenue was up 2% on a reported basis and 1% organically to EUR 2.1 billion, driven mainly by regional train contracts and the Amtrak contract in the United States. The systems division's decrease in revenue was offset by good performance in rolling stock and signaling. The main orders during the quarter include close to 50 Coradia trains for several European countries and 32 DT5 metros for Germany. The decline in orders is explained by an exceptional performance in ...
No-moat Alstom reported no surprises in its first-quarter results, with flat year-over-year revenue and a 39% decline in orders. Revenue was up 2% on a reported basis and 1% organically to EUR 2.1 billion, driven mainly by regional train contracts and the Amtrak contract in the United States. The systems division's decrease in revenue was offset by good performance in rolling stock and signaling. The main orders during the quarter include close to 50 Coradia trains for several European countries...
Item 3: Approve the Remuneration ReportThe remuneration structure is satisfactory, though accelerated vesting is possible. Potential and actual total variable remuneration exceed guidelines, but not very much. They are moderate in comparison with UK market practice. Overall, the quantum during the year was not excessive. We recommend shareholders vote in favor.
Item 3: Approve the Remuneration Report The structure is weighted more heavily towards short-term performance. One of the performance metrics for the LTI is the payment of sustainable dividends, which is not considered appropriate as executives can potentially influence the payout level. The LTI also includes relative TSR as a performance metric. Nevertheless, the quantum is not excessive and even maximum potential amounts are moderate. On balance, we recommend shareholders vote in favor. Item 4: Approve the Remuneration PolicyThe main concern with the Company's remuneration policy is that pa...
Item 2: Approve the Remuneration ReportThe remuneration structure is unsatisfactory. The main concern at the Company is that the potential maximum incentive pay including the bonus, matching shares on the deferred portion of the bonus and the LTI amounts to 1000% of base salary, which is considered grossly excessive. Actual incentive pay during the year was1.6 times the ECGS limit. Furthermore, variable remuneration is overly reliant on a single performance metric, benchmark profit before tax. A second performance criteria will be used in the coming year. We note that the Company has adjusted ...
NEGOCIATIONS SUR LA RESTRUCTURATION DE LA DETTE La situation financière de Bourbon est catastrophique. La capitalisation boursière s'est effondrée au fil du temps et n'atteint plus que 144 M€ à comparer à une dette de 1,3 Md€ à laquelle s'ajoute 1,2 Md€ de crédit-bail (dont environ 1 Md€ auprès de la banque chinoise ICBC). En janvier dernier, Bourbon annonçait avoir, avec ses créanciers (représentant 75% de la dette du groupe), renouvelé le waiver général, l'autorisant ainsi à suspendre l'exigibilité de ses loyers et de sa dette. Le 5 juin 2019, les principaux créanciers du groupe (comprenan...
Négociations sur la restructuration de la dette Proxinvest avait lancé l'alerte sur les conflits d'intérêts de Jacques de Chateauvieux et les conventions règlementées en partie a l'ori0gine de cette catastrophe Opposition au renouvellement du mandat d'administrateur de Jacques de Chateauvieux Conséquences sur l'emploi
La société propose de renouveler Thierry Petit et David Dayan, co-fondateurs de la société, qui se partagent les rôles de Président-Directeur Général et de Directeur Général délégué selon un mécanisme de présidence tournante tous les 2 ans. En raison de l’absence de séparation des fonctions de Président du conseil et de Directeur général, il semble que les actionnaires aient intérêt à émettre un signal négatif d'autant que le conseil n'est pas majoritairement composé de membres libres de conflits d'intérêt potentiels et que les deux co-fondateurs bénéficient de droits de vote double (résolutio...
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