In general, Essity is in compliance with the Swedish regulations relating to the organisation and procedures of the AGM.
Under ITEMS 12.1-12.9, the (re-)election of the board of directors is proposed.In light of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Pär Boman (ITEM 12.2) and Ms. Annemarie Gardshol (ITEM 12.4).
Under ITEM 13, the nomination committee proposes to re-appoint Mr. Pär Boman as Chairman of the board of directors. As already mentioned above, ECGS has various concerns over his re-appointment and therefore does not support his re-election as board Chairman either. Accordingly, ECGS recommends to vote OPPOSE.
Finally, under ITEM 15, the board of directors seeks approval of the Company's executive remuneration guidelines. Essity's LTIP consists of performance cash of which half of the award has to be invested in the Company's shares. ECGS is not in favour of 'cash-based' LT incentives and furthermore notes that there is no disclosure to suggest that a share-ownership requirement has been established for members of the executive management. As a matter of principle, ECGS strongly favours such an ownership requirement as it serves to align the interest of members of the executive management with those of the shareholders. As no such alignment is demonstrated, ECGS recommends to vote OPPOSE.
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Essity’s Q2 was broadly in line with expectations and with the company signalling difficulty in realising further price increases, the catalyst for profit margin expansion clearly loses some of its traction, even as raw material cost headwinds are easing as expected. We have made minor changes to our forecasts and still find the shares in neutral to negative territory from a valuation and performance perspective. We reiterate our SELL recommendation and SEK260 target price.
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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