Report
Expert Corporate Governance Service (ECGS)
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Proxy Report - 25/05/2018

General: On 14 September 2016, Bayer signed a definitive merger agreement with Monsanto Company, which provides for Bayer’s acquisition of all outstanding shares in Monsanto against a cash payment of USD 128.00 per share, see section 3.1 for details. Under German law, the transaction is not subject to shareholder approval. The shareholders of Monsanto approved the merger with the requisite majority on 13 December 2016. However, the transaction remains subject to customary closing conditions, including relevant antitrust and other regulatory approvals. The European Commission, has approved the deal on 21 March 2018 under certain conditions, see section 3.1 for details.

Item 4: We recommend to oppose the election of Prof. Dr. Winkeljohann to the Supervisory Board due to our concerns over the insufficient independent representation on the Board.

Underlying
Bayer AG

Bayer is a life sciences group based in Germany. Co.'s operations are organized along three divisions: Pharmaceuticals (engaged in prescription pharmaceuticals for cardiology and women's healthcare); Consumer Health (engaged in non-prescription products in dermatology, dietary supplement, analgesic, gastrointestinal, allergy, cold and flu, foot care, sun protection and cardiovascular risk prevention categories); and CropScience (engaged in the development of seeds and plant traits; crop protection; and for gardens, the green industry and non-agricultural pest control). Co. also maintains an Animal Health business unit engaged in the development of products for farm and companion animals.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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