Item 3: Approve the remuneration report. The structure is generally acceptable, though there is concern with the possibility for accelerated vesting of the LTIP. Variable remuneration has the potential to be excessive, but was not during the year. However, the annual bonus only uses one performance metric and targets are not disclosed so it is unclear whether the bonus adequately aligns pay with performance.
Item 13: Re-appoint the auditors. PricewaterhouseCoopers LLP (PwC) has been the external auditors of the Group since 1970. The tenure of the auditors is extremely long, which clearly may undermine their independence.
The Board have acknowledged the requirements regarding regular rotation of the external auditors, and have stated their intention to conduct an audit tender process in 2017 to correspond with the timing of the audit partner rotation. Due to the tenure of PwC, they will not be invited to participate in the tender process.
Croda International creates, makes, and sells specialty chemicals. Co.'s sales, marketing and research activities are organized into four global market sectors: Personal Care, which focuses on ingredients for skin, hair, sun protection and color cosmetic products; Life Sciences, which comprises of three complementary businesses: Health Care, Crop Protection, and Seed Enhancement; Performance Technologies, which targets technologies in Smart Materials and Energy Technologies and continues to develop its presence in Home Care and Water Treatment; and Industrial Chemicals, which is a sector based on selling co-streams, developing niche industrial applications and undertaking toll processing.
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Summary Croda International Plc (Croda) is a chemical company, which produces and sells specialty chemicals. The company’s product portfolio includes traditional and microwave plant extracts, active ingredients and cosmetic oils among others used in coatings & polymers, crop care, geo technologies, health care, home care, industrial chemicals, lubricants, personal care and polymer additives. It offers products to various sectors including consumer care, Personal care, Life sciences and Performance technologies, Industrial chemicals. Geographically, the company’s operations are spread across ...
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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