We note that shareholders are not requested to vote on the proposed dividend in this meeting. We consider this to be deviating from market practise and we urge the Company to put proposed dividend up for shareholders approval.
Under agenda item 8, it is proposed to amend the Articles of Association of the Company. The proposal to amend the Articles of Association is in particular driven by the wish to abolish the priority shares from the capital structure of Heineken Holding N.V. and brining the Articles of Association in line with the Code and current provisions in statutory Dutch law. Although we would have preferred amendments to be put to a shareholder vote separately, we welcome the simplification and more egalitarian share structure at the Company. We have no further concerns over the proposed amendments in the articles of association and recommend approval.
Under agenda item 9a and 9b, it is proposed to reappoint Mr J.A. Fernández Carbajal and newly appoint Mrs L.L.H. Brassey as non-executive members of the Board of Directors for a term of 4 years.*
The independence rate of the Board of Heineken Holding is low compared to Dutch market standards and does not comply with the stipulations of the Dutch Corporate Governance Code (maximum of 1 non-independent Board member). Given the low independence rate of the Board, we recommend OPPOSE to the reappointment of Mr. Das (agenda item 9a).
Mrs Brassey is a daughter of Mrs. de Carvalho-Heineken. Although we appreciate the personal involvement of the Heineken family in Heineken Holding, we do not agree with the appointment of Mrs Brassey since she is non-independent (given the family ties with the Heineken family). Therefore, we recommend OPPOSE to the appoitnment of Mrs Brassey (agenda item 9c).
Heineken Holding is a holding company based in the Netherlands. Through its subsidiaries, Co. promotes the continuity, independence and stability of the Heineken group. This creates the conditions which enable Heineken N.V. to pursue its long-term policy in the interest of the shareholders, the staff and other stakeholders. Co. does not engage in operational activities itself. These have been assigned within the Heineken group to Heineken N.V. and its subsidiaries and associated companies. Through Heineken N.V., Co. is involved in the brewing and selling of beer.
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The general evaluation of HEINEKEN HOLDING PLC. (NL), a company active in the Brewers industry, has been upgraded by the independent financial analyst theScreener with the addition of a star. Its fundamental valuation now shows 4 out of 4 possible stars while its market behaviour can be considered as moderately risky. theScreener believes that the additional star(s) merits the upgrade of its general evaluation to Slightly Positive. As of the analysis date March 8, 2019, the closing price was EUR 86.60 and its potential was estimated at EUR 90.93.
Une fois de plus, la société est à féliciter en terme de communication puisqu'elle met à dispostion des actionnaires son rapport annuel dans un temps record. Le mandat de Laurence Verdickt arrive à échéance le 8 avril 2019 et n'est pas renouvelé. Le conseil d’administration propose la nomination de Mathilde Yagoubi comme administratrice libre de conflits d'intérêts potentiels qui sera soutenue (résolution 6). Malgré quelques faiblesses en terme de transparence et de structure, les rémunérations des dirigeants mandataires sociaux pour les exercices 2018 et 2019 (résolutions 7 à 9) semblent ac...
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.
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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