In item 5.1, the Board proposes to reduce the number of members from 18 to 16, by not fulfilling the vacancies created by the end of the mandate of 2 independent Directors. We strongly regret that the Board size is achieved through a lower independent representation. As we have concerns over the lack of independence (44%) and the excessive representation of major shareholders (50% of Directors with 40.6% of the share capital through a shareholders' agreement) on the Board, we recommend opposition.
Due to our concerns over the composition of the Board, we also recommend that shareholders oppose the re-appointment of Ms. María Teresa Bassons Boncompte (item 5.5) and the appointment of Mr. Marcelino Armenter Vidal (item 5.6), as they represent the largest shareholder Criteria Caixa (40%).
In item 7, the Board proposes to amend the 2018-2020 remuneration policy to reflect the change in the position of a Director, from executive to non-executive, and the approval of a new incentive plan. The overall variable remuneration is reasonable (the bonus is capped at 42% and the long-term incentive at approximately 11% of the CEO's fixed remuneration). However, we note that the CEO's fixed remuneration (€ 2'011'000 in 2018) significantly exceeds the median at large European banks (€ 1'333'731) and at large Spanish banks (€ 1'607'500). We also strongly regret that 50% of the CEO's bonus is based on undisclosed individual conditions, and concerns may arise over the excessive discretionary power of the Board to vary individual bonuses by +/- 25%. Furthermore, the variable remuneration is not sufficiently linked to long-term results, as the annual bonus represents 79% of the total variable remuneration at maximum levels of performance. Therefore, we recommend opposition.Due to the lack of disclosure of the performance conditions used to calculate the annual bonus, and taking into account our concerns over the remuneration policy, we also recommend opposing the Annual Remuneration Report in item 12 (advisory vote).
Caixabank is an investment company based in Spain. Co. is involved in investment portfolio management activities across two areas: Services and Financial Business and Insurance. In the services area, Co. provides investment solutions for companies involved in the infrastructure, energy, services and entertainment sectors. In the financial business and insurance area, Co. is engaged in the investments for international banks, insurance and specialist financial services. Co. focuses most of its banking investments in India, China, the U.S., and Central and Eastern Europe with a particular interest in retail banking. Co. is also involved in the disinvestments activities.
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>Positive decisions but in line with expectations - The ECB's decisions are broadly in line with expectations as regards the banking sector:Lower deposit rates, consistent with forecasts, with a tiering system to limit the impact of the switch from -0.40% to -0.50% but not much more.Improvement in the terms of the TLTRO, with an extension from 2 to 3 years.But the drop in rates could lead investors to fear further pressure on margins.The sector has...
On 9 May 2019, the Company issued convertible bonds for a total principal amount of EUR 150 million. The sole agenda item relates to the proposed approval and ratification, in accordance with Article 556 of the Belgian Companies Code, of conditions of the convertible bonds in case of a change of control. These are standard provisions and they are in line with the market practice. Hence, we see no reason for shareholder concern and recommend to approve.
General: Hella is a leading automotive supplier with over 125 locations in some 35 countries. In financial year 2018/2019, the Company generated sales of EUR 7.0bn with around 39,000 employees. Hella specialises in innovative lighting systems and vehicle electronics in its segments Automotive and Aftermarket. Furthermore, in its Special Applications segment, Hella develops, manufactures and sells lighting and electronic products for specialist vehicles. As of 31 May 2019, a total of 60.00% of the Company's shares were covered by a pool agreement of family shareholders. A total of 62 members o...
In general, NN Group is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. On August 12, 2019, the Company announced that Mr. Lard Friese stepped down as CEO of the Company to become the new CEO of Dutch competitor Aegon. ECGS notes that the sole agenda item of this EGM (ITEM 2) concerns the intended appointment of Mr. David Knibbe as CEO and member of the executive board of NN Group. According to Dutch law and the Company's Articles of Association, shareholders are NOT entitled to vote on such agenda item; it is a discus...
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