In general, DSV is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 5.1, it is proposed to re-appoint Mr. Kurt K. Larsen as Chairman of the board of directors. Mr. Larsen is NOT considered independent as he is a former CEO of DSV. ECGS furthermore notes that Mr. Larsen is currently chairing the Company's remuneration committee, which is not in accordance with its guidelines. As a consequence, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 5.7, it is proposed to newly appoint Ms. Malou Aamund as Member of the board of directors. Although she would be considered independent, ECGS has concerns over her aggregate time commitments. Ms. Aamund is currently already serving as Country Director of Google Denmark (executive position) and Non-executive director of Navico Group AS (subsantial non-listed company). Taking into account her proposed appointment at DSV (listed), the number of mandates held would exceed ECGS' guidelines. Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 7.3, the board of directors seeks approval of the Company's remuneration policy. Eventhough ECGS has no concerns over the proposed changes (and even welcomes the proposed individual limit of the LTI), it does not approve of LT incentive plans that do not operate one or more challenging performance conditions. ECGS therefore recommends to vote OPPOSE.
DSV is engaged in the provision of transport and logistics solutions. As of Dec 31 2014, Co.'s operations comprised of three business areas. The DSV Air and Sea business provides air and sea freight services and designs project solutions. The DSV Road business provides road and rail transport services including full loads, part loads and groupage. The DSV Solutions business area specializes in contract logistics, which include logistic and warehousing solutions, as well as freight management, custom clearance, order management and e-commerce solutions.
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Proxinvest Corporate Governance Rating ® helps investors integrate governance into their investment decision and identify governance risks and opportunities within their portfolio. Proxinvest Corporate Governance Rating ® Service rates European issuers through the analysis of four main themes : Ownership & Shareholder rights, Board & Committees, Audit & Process, Remuneration. Each theme is rated taking into account several comprehensive sub-categories. Our unique two-step process to achieve each rating includes a first step quantitative valuation and a second step qualitative filter...
Following its acquisition of UTi Worldwide in 2016 DSV A/S is the fourth-largest third-party logistics provider, or 3PL, globally, with around a 3% market share in a highly fragmented market. Unlike peer Kuehne + Nagel, which has been in the industry for more than 125 years, DSV has accumulated its market share primarily through a series of strategic acquisitions over the past 30 years, which it has successfully integrated into its own operations.The company boasts healthy operating margins in its airfreight and sea freight businesses, averaging more than 7.5% over the past 10 years. However, ...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
Rémunérations : La société communique très précisément la nature des critères quantitatifs non financiers, mais elle ne communique ni leurs poids individuels, ni les objectifs qui devaient être atteints, ce qui ne permet pas aux actionnaires d’estimer si les montants attribués au titre de cette part sont bien alignés sur les performances réalisées, et ce alors même que cette part pèse pour 42% du bonus du Directeur Général. Par ailleurs, l’un des critères de performance des actions de performance permet l’acquisition en cas de sous-performance du critère, ce qui n’est pas une pratique acceptab...
In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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