Following the resignation of Albert Frère in 2016, the two managing directors, Ian Gallienne and Gérard Lamarche were named Co-CEOs.
New nominees to the board this year include Jocelyn Lefebvre a representative of Power Financial BV and Laurence Danon Arnaud, unfortunately only one of whom is independent. Given the absence of a majority independence on the board (28%), we are unable to support the election of Jocelyn Lefebvre to the board (Resolution 5.1.2).
Although we note that, the following the election of Laurence Danon Arnaud, there will be one additional independent member on the board (5 directors as opposed to 4).
Given our concerns regarding independence on the board we are unable support the reelection of the Victor Delloye, Amaury de Seze, and Arnaud Vial (Resolutions, 5.2.1, 5.2.3 and 5.2.5, respectively).
Furthermore, we note our concern with the excessive nature of the remuneration and its structure which is more heavily weighted towards the short term, as such we recommend that shareholders withhold their support of the remuneration policy (Resolution 6) as well as their support from the authority to grant share options in Resolutions 7.1 and 7.2
Groupe Bruxelles Lambert is a holding company. Through its subsidiaries, Co. operates through the following segments: Imerys, which consists of the Imerys group that operates in four business lines of energy solutions and specialties, filtration and performance additives, ceramic materials, and high resistance minerals; and Financial Pillar, which includes, on the one hand, under investment activities, the companies Sienna Capital, Ergon Capital Partners (ECP), ECP II, ECP III, PAI Europe III, Sagard, Sagard II and Sagard III, Kartesia and Merieux Participations I and II and, on the other hand, under consolidated operating activities, the operating subsidiaries of ECP III.
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GROEP BRUSSEL LAMBERT NV (BE), a company active in the Specialty Finance industry, is favoured by a more supportive environment. The independent financial analyst theScreener has confirmed the fundamental rating of the title, which shows 4 out of 4 stars, as well as its unchanged, moderately risky market behaviour. The title leverages a more favourable environment and raises its general evaluation to Slightly Positive. As of the analysis date September 6, 2019, the closing price was EUR 86.44 and its potential was estimated at EUR 90.76.
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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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