Items 4a and 4b: The Supervisory Board once again did not table a vote on the Management Board's remuneration system at this year's AGM. As disclosure on executive remuneration is still far below local market practice (no individual disclosure
provided) we uphold our recommendation to oppose the discharge of the Supervisory Board.
Items 5a, 5b and 5c: Ernst & Young, Stuttgart, is proposed as auditor for the current financial year, for the review of the six-month interim financial report for financial year 2018 and for any review of further interim financial reports in financial years 2018 and 2019 until the next AGM. Ratio of non-audit/audit fees was 35.71% during the year under review and 62.16% over a three-year aggregate period which exceeds our guidelines. We therefore recommend opposing the proposal.
Item 6a: We recommend to oppose the election of Ms. Iris Knobloch to the Supervisory Board due to our concerns over aggregate time commitments.
Item 7: This resolution is a routine item at German AGMs, whereby the Board is allowed to acquire the Company's own shares within legal boundaries (10% of share capital within a period of 5 years). However, we note that this authorisation permits shares to be repurchased at a premium of 20% to market price in certain circumstances which exceeds our guidelines. We recommend opposition.
Item 8: It is proposed to renew the opting-out from individual disclosure of Management Board members' remuneration for the financial years 2018 until 2022. We recommend to oppose this proposal. Shareholders need the individualised disclosure to
assess, whether the Supervisory Board has fulfilled its duty to provide for an adequate remuneration of each Management Board member. We especially question the fact that, unlike the free-float shareholders, the major shareholder is informed about the individual Management Board members' remuneration because he is represented on the Supervisory Board by two members. Last but not least, this proposal is not in line with local and international best practice.
Axel Springer is a publishing company. Co.'s media portfolio includes brand families such as the BILD Group and the WELT Group. Co.'s journalistic content is delivered to Internet users, readers, viewers, and advertising customers via digital, print, and TV channels. Co.'s businesses are organized into three operating segments: Paid Models, Marketing Models, and Classified Ad Models. Additionally, the Services/Holding segment comprises Co.'s centralized marketing unit Axel Springer Media Impact as well as all activities related to the production and distribution of the BILD Group and its magazines, including its three printing plants and the management of Co.'s logistical activities.
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AXEL SPRINGER AG (DE), a company active in the Publishing industry, increases its market risk and lowers its general evaluation. The independent financial analyst theScreener just requalified the stock market behaviour as moderately risky. On the other hand, theScreener awards a fundamental star to the title, but the new risk assessment downgrades the general evaluation to Neutral. As of the analysis date November 6, 2018, the closing price was EUR 57.05 and its expected value was estimated at EUR 58.31.
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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