Report
Expert Corporate Governance Service (ECGS)
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Hexagon

In general, Hexagon is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 12, approval is sought for the (re-)election of the board of directors and the statutory auditor. Since ECGS does not approve of the (proposed) composition of the board of directors as well as the current term in office of the statutory auditor it recommends to vote OPPOSE.

Under ITEM 13, it is proposed to establish a(n) (external) nomination committee. Like several  institutional investors, ECGS has concerns over the bundled form under which the election of directors is put to shareholders' vote in Sweden. ECGS therefore has decided to take such concerns (if applicable) into account and express these at the resolution on the nomination committee, as in Sweden said committee is responsible for nominating candidates to the board of directors (either in bundled or unbundled form). Since the election of the board of directors is proposed as a slate (bundled) at the 2019 AGM, ECGS recommends to vote OPPOSE.

Finally, under ITEM 14, the board of directors seeks approval of the Company's executive remuneration guidelines. Although no (material) changes are proposed, ECGS notes that the current (and proposed) remuneration structure is NOT in line with its guidelines. ECGS furthermore considers the annual base salary as well as the total compensation of the company CEO to be at the upper level of Swedish market practice for a company with the size and complexity of Hexagon.

Underlying
Hexagon AB B

Hexagon is engaged in the provision of integrated design, measurement and visualization technologies. Co. has two segments: measurement technologies, which consist of Geosystems that captures, processes and stores position-related information, Metrology, which provides manufacturing evaluation, process qualification and final parts inspection, and Technology, which provides engineering software as well as geospatially powered solutions; and Other Operations, which focuses on the transportation industry in the car and heavy vehicle segments. The Other Operations conducts its business in the Nordic region.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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