Under agenda item 11a and 11b, the Company requests the renewal of an authorisation to issue shares and grant rights to subscribe for shares. The proposed authorisation amounts to 100% of the shares (outstanding at 31 December 2016) and covers a period of 18 months from the date of the 2017 AGM (item 11a) with an exclusion of preemptive rights of up to 20% (item 11b). A comparable resolution received OPPOSE votes of between 15 to 20% at the three previous AGMs. As the requested authorisations are not in line with our guidelines, we recommend OPPOSE.
Under agenda item 12, It is proposed to authorise the Managing Board to repurchase the Company's own shares over a period of 18 months. The authorisation to repurchase shares up to 10% of the issued share capital is in line with local market practice as is the price range for ordinary shares. However, our guidelines stipulate that we vote OPPOSE regarding share repurchases in case a company is unable to offer a dividend. Furthermore, with respect to preference and finance preference shares, we must note that the price range is rather wide (a price between one Euro cent (EUR 0.01) and three times the issuance price). A possible premium of three times the issuance price is considered as too generous. Furthermore, this price range is not well motivated by the company. Given the concerns mentioned above, we recommend to OPPOSE the resolution.
Brenntag is a chemical distributor. Co. provides its customers and suppliers a range of services and global supply chain management as well as a chemical distribution network in Europe, North and Latin America as well as in the Asia Pacific region. Co. manages its business through its regionally structured segments in Europe, North America, Latin America and Asia Pacific. Co. provides a range of products as well as services such as just-in-time delivery, product mixing, blending, repackaging, inventory management, drum return handling as well as technical and laboratory services for specialty chemicals.
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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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