Items 13-19: We regret that CNP Assurances did not take advantage of the mandate renewal of several of its directors in order to increase the independence rate on its Board Items 20-21: We welcome the fact that the Company decided to exclude the authorisation to repurchase shares and to issue shares with pre-emptive rights during a public takeover period and hence recommend that shareholders vote for said resolutions.
Item 22: CNP requests the authorisation to issue contingent convertible securities (CoCos). Given that the potential dilution of 10% does not exceed the maximum in our guidelines and that the potential conversion discount is not considered excessive compared to market practice, we recommend that shareholders approve this resolution.
CNP Assurances is an insurance company. Co. designs, develops, distributes and manages savings, pension & personal risk, and term creditor products. Co. offers savings products and insurance against the risks of everyday life to its customers. Co.'s operations are organized along three business segments. The Savings business concerns products enabling policyholders to build up capital which they can cash in. The Pensions business concerns products designed to enable policyholders to receive an annuity or lump sum on retirement. The Personal Risk business includes products enabling policyholders to insure against the risks of death, accident or illness, property damage or liability claims.
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CNP Assurances reported earnings before interest and tax of EUR 2,924 million and net income of EUR 1,367 million for 2018. These are both pretty much in line with our estimates. While the full year had some nasty-looking numbers, we think the business continues to look a bit cheap. We maintain our fair value estimate at EUR 23 per share, valuing the business at 0.8 times 2019 book value with a five-year horizon return on equity of 10.4%. We maintain our no-moat rating. The board is recommending...
In general, Lundbergforetagen is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 12, approval is sought for the re-election of the board of directors. Although there is just sufficient independent representation on the board, ECGS notes that the number of executives (3) sitting on the board is NOT in accordance with provision 4.3 of the Swedish Corporate Governance Code. Aforementioned provision stipulates that no more than one (1) member of the board may be a member of the executive management. Based on the abov...
Merger with Hewlett Packard Enterprise, Profit Warning and Sale of SUSE Business On September 2016, the Company entered into a definitive agreement with Hewlett Packard Enterprise (HPE) on the terms of a transaction which provided for the combination of HPEns software business segment with the Company by way of a merger. The transaction was valued at $8.8bn. On March 2018, the Company issued a profit warning arguing that its revenues declined more than expected due to problems stemming from its acquisition of Hewlett Packard. On 22 March 2018, Hsu resigned from his position of CEO min order to...
La documentation relative aux conventions réglementées n’a pas été disponible dans les délais légaux, la société ayant publié le document contenant le rapport spécial des commissaires aux comptes sur les conventions réglementées 20 jours avant la date de l’assemblée générale. Par ailleurs, on notera que la société propose un renouvellement en bloc de ses admnistrateurs, pratique inacceptable ayant disparu conformément à la recommandation 13.2 du Code AFEP-MEDEF. La société justifie cette dérogation au code par une nécessité d'assurer la stabilité de ses organes de contrôle dans le temps et le...
ITEM 9: the company still refuses to disclose the individual remuneration amounts of its executives while it complies with some governance rules for companies listed in Paris (where the majority of its Fiduciary Deposit Receipts, "FDR", are traded). It is not understandable that a company, aware of the French practices and applying some of them, deliberately chooses to ignore some of the basic fair governance and fair disclosure principles. However, we note that the Shareholders Rights Directive II ("SRD II") must be transposed by June 2019. SRD II states "Member States shall ensure that the...
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