In general, GN Store Nord is in compliance with the Danish regulations relating to the organization and procedures of the Annual General Meeting.
Under ITEM F.1, it is proposed to re-appoint Mr. Per Wold-Olsen as Chairman of the Board of Directors. Although Mr. Wold-Olsen is considered independent, he is currently chairing the Company's Remuneration Committee, which is not in accordance with the ECGS' guidelines. Based on the above, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends to vote ABSTAIN.
Under ITEM H.1 (1), the Board of Directors seeks authority to repurchase own shares. Although the authorization requested as such (up to 10% of share capital) would meet the ECGS' guidelines, we note that the total number of shares held in treasury may at no time exceed 15% of the Company's share capital, which is excessive in ECGS' view. ECGS therefore recommends to vote OPPOSE.
Under ITEM H.1 (3), the Board of Directors seeks approval of GN Store Nord's remuneration policy. Although the Company's aggregate executive compensation is fairly moderate and the quality of disclosure is in line with Danish standards, severance payments may exceed the equivalent of 2 years of total compensation (base salary plus annual bonus), which is not in accordance with provision 4.1.5 of the Danish Recommendations on Corporate Governance. Furthermore, we strongly regret that the remuneration policy specifically allows the payment of discretionary bonuses.
Therefore, we recommend to vote OPPOSE.
GN Store Nord is an electronics communication products group based in Denmark. Co. is engaged in the manufacture and marketing of products for personal communication. Co.'s product offering includes hearing instruments, corded and wireless headsets, and audiologic diagnostics equipment used to test people's hearing and sense of balance. In addition, Co. offers products and accessories such as speakers, amplifiers, headset telephones, and adapters, as well as software and equipment for fitting hearing instruments. Co.'s operations are organized along two business divisions: GN Netcom (headsets) and GN ReSound (advanced hearing instruments).
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A director at GN Store Nord bought 485 shares at 308.900DKK and the significance rating of the trade was 52/100. Is that information sufficient for you to make an investment decision? This report gives details of those trades and adds context and analysis to them such that you can judge whether these trading decisions are ones worth following. Included in the report is a detailed share price chart which plots discretionary trades by all the company's directors over the last two years clearly showing Close periods where trading activity is restricted under listing rules. The names of board ...
Narrow-moat GN Store Nord reported full-year revenue of DKK 10.6 billion, or 11% growth year over year, with a 1% acquisition contribution offset by a 3% currency decline. The 13% full-year organic growth was mainly driven by GN Audio at 21% organic growth, above our expectations, while GN Hearing delivered 7% organic growth, fueled by an impressive 10% in the last quarter. The shares reacted positively to the results, but for now, we are maintaining our DKK 250 fair value estimate and narrow moat rating. All main regions contributed to GN Hearing sales growth. North America recorded double-d...
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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