Shareholders are asked notably for their approval on 7 different resolutions regarding the remuneration of the Company. We note that According to Book 2, Article 135 of the Dutch Civil Code, public companies in the Netherlands are not required to submit their remuneration policy to shareholders annually for approval. Rather they are required to submit their compensation policy to shareholders when there is a change in policy, as such the next time shareholders may be asked to approve the remuneration of the Company will come following a change in remuneration.
With respect to the remuneration for the past fiscal year, the Company’s disclosure is extremely limited aside from the amounts granted which in itself is not always clear as such we were unable to support the resolutions regarding remuneration. The new stock option plan (item 8.c) however, will include performance conditions going forward.
Finally, the Company has requested the authority to repurchase shares, and the authority to cancel those shares, however, given the large level of debt held by the Company at this time, we were unable to support these resolutions as well.
Altice Europe is a provider of cable, fiber, mobile, telecommunications, content and media in Western Europe (comprising France, Portugal, Belgium, Luxembourg1 and Switzerland), the United States of America (U.S.), Israel, the Dominican Republic and the French overseas territories (comprising Guadeloupe, Martinique, French Guiana, La Reunion and Mayotte). Through its various business operations, Co. provides fixed services, mobile telephony services (other than in the U.S.) and media and advertising services to B2C and B2B customers in all of the geographies in which it operates. In addition, Co. offers a variety of wholesale and other services.
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La société a annoncé depuis son entrée en bourse sa volonté de diversifier son conseil d'administration, qui n'est composé que d'une femme (représentante d'une société administratrice) et que d'un membre indépendant (les taux d'indépendance et de féminisation ne sont donc que de 25%). De plus, l'actionnaire majoritaire, Apax, est surreprésenté au conseil, en possédant la moitié des sièges, pour une participation au capital de 42,19%. Si l'entrée en bourse de la société est récente, nous l'incitons fortement à prendre en compte cette nécessité de diversifier son conseil. Le renouvellement de ...
Proxinvest attire l'attention des actionnaires sur plusieurs points : - Tout d'abord la société est dans un processus qui va permettre à un actionnaire chinois, Fosun, de rentrer au capital via une émission de nouvelles actions lui étant réservée. Suite à cette émission, Fosun deviendra le premier actionnaire et propose donc de nommer un administrateur au conseil de la société. -Ensuite la direction de la société est modifier puisque Marie Meynadier va céder ses fonctions à Mike Lobinsky le 1er Janvier 2019. De ce fait lors de la présente assemblée la société propose une nouvelle politique d...
Item 2: Approve the Remuneration Report The structure is not acceptable as the STI and LTI are equally weighted. Though 25% of the bonus is deferred, it is not subject to further performance conditions and is only held for one year. Additionally, alignment with performance has not been definitively demonstrated, as no bonus targets are disclosed. Finally, awarded amounts are high in relation to index and sector comparisons. Item 4: Re-elect as a director, Emma Adamo. The director is not independent as she is a member of the Weston family. The Garfield Weston Foundation controls Wittington I...
The Company is seeking shareholder approval for the Company’s shares to be transferred to Takeda Pharmaceutical Company Ltd. The Company will become a wholly owned subsidiary of Takeda. This will be effected by means of a Scheme of Arrangement under Jersey Companies Law. Although the Company has presented a strategic justification for the merger and the price represents a significant premium on the pre-offer share price, there are significant governance concerns arising around shareholders' rights following the transaction, as well as the implementation of retention payments which are not sub...
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