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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A director at Alstom sold/subscribed to 57,911 shares at 22.960EUR and the significance rating of the trade was 80/100. 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...
In general, Lundbergforetagen is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 12, approval is sought for the re-election of the board of directors. Although there is just sufficient independent representation on the board, ECGS notes that the number of executives (3) sitting on the board is NOT in accordance with provision 4.3 of the Swedish Corporate Governance Code. Aforementioned provision stipulates that no more than one (1) member of the board may be a member of the executive management. Based on the abov...
Merger with Hewlett Packard Enterprise, Profit Warning and Sale of SUSE Business On September 2016, the Company entered into a definitive agreement with Hewlett Packard Enterprise (HPE) on the terms of a transaction which provided for the combination of HPEns software business segment with the Company by way of a merger. The transaction was valued at $8.8bn. On March 2018, the Company issued a profit warning arguing that its revenues declined more than expected due to problems stemming from its acquisition of Hewlett Packard. On 22 March 2018, Hsu resigned from his position of CEO min order to...
Cette année encore, Proxinvest déplore le manque d’informations et de transparence concernant les administrateurs de la société ainsi que la rémunération des mandataires sociaux : aucune information ni biographie n’est disponible sur les membres du conseil. En outre, Proxinvest s’opposera cette année à la politique de rémunération des dirigeants mandataires sociaux en raison du manque de transparence (résolution 5) et sur les montants attribués au cours de l'exercice au Président-Directeur général qui semblent trop élevés au regard de la taille de la société (résolution 6).
Afin de pouvoir remplir au mieux la mission de surveillance et de protection de l’ensemble des actionnaires qui lui incombe, il nous semblerait préférable que le conseil ne soit pas composé de seulement cinq membres dont deux personnes de la famille du principal actionnaire. La société fait preuve de légèreté dans la transparence des informations communiquées aux actionnaires en matière de rémunération. Par conséquent, la plupart des résolutions référentes aux rémunérations des dirigeants connaitront un recommandations négatives au regard de ce manque de transparence. Dans la même optique, ...
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