Item 4: We have serious concerns regarding the structure of remuneration granted to Management Board members and the level of disclosure, which we consider as below market practice: The Supervisory Board may discretionarily adjust overall target attainment with regard to the variable compensation and grant additional bonuses at its sole discretion, while the utilisation of these powers is only disclosed with a delay of one year. Furthermore, the caps on total remuneration and on each variable component remain undisclosed and the performance criteria for the total variable compensation and its individual components are not made transparent enough. We urge the Company to review its remuneration policy and enhance transparency. In line with our guidelines we therefore recommend opposing the discharge of the Supervisory Board's Human Resources Committee, Pedro López Jiménez. In addition, we note the insufficient attendance of Supervisory Board members Christoph Breimann, Dr. Francisco Javier Garcia Sanz and Olaf Wendler, who each missed more than 25% of all Supervisory Board and respective committee meetings in financial year 2016 without an adequate justification, see section 5 for details. We note that in financial year 2015, two (undisclosed) Supervisory Board members attended only half or less of the meetings of the Supervisory Board, or of the committees to which they belonged, during their term of office, no futher information was provided in the 2015 annual report. As the discharge is proposed in a bundled resolution, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.
Hochtief is a holding company. Through its subsidiaries, Co. operates as a construction company engaged in projects in the transportation, energy, and social and urban infrastructure sectors as well as contract mining. Co. provides its services through three divisions: HOCHTIEF Americas, which encompasses the construction activities of operational units in the U.S and Canada; HOCHTIEF Asia Pacific, which includes the construction activities and contract mining in the Asia-Pacific region; and HOCHTIEF Europe, which designs, develops, builds, operates, and manages real estate and infrastructure, with primary business in Europe as well as selected other regions.
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La société a annoncé depuis son entrée en bourse sa volonté de diversifier son conseil d'administration, qui n'est composé que d'une femme (représentante d'une société administratrice) et que d'un membre indépendant (les taux d'indépendance et de féminisation ne sont donc que de 25%). De plus, l'actionnaire majoritaire, Apax, est surreprésenté au conseil, en possédant la moitié des sièges, pour une participation au capital de 42,19%. Si l'entrée en bourse de la société est récente, nous l'incitons fortement à prendre en compte cette nécessité de diversifier son conseil. Le renouvellement de ...
Proxinvest attire l'attention des actionnaires sur plusieurs points : - Tout d'abord la société est dans un processus qui va permettre à un actionnaire chinois, Fosun, de rentrer au capital via une émission de nouvelles actions lui étant réservée. Suite à cette émission, Fosun deviendra le premier actionnaire et propose donc de nommer un administrateur au conseil de la société. -Ensuite la direction de la société est modifier puisque Marie Meynadier va céder ses fonctions à Mike Lobinsky le 1er Janvier 2019. De ce fait lors de la présente assemblée la société propose une nouvelle politique d...
Item 2: Approve the Remuneration Report The structure is not acceptable as the STI and LTI are equally weighted. Though 25% of the bonus is deferred, it is not subject to further performance conditions and is only held for one year. Additionally, alignment with performance has not been definitively demonstrated, as no bonus targets are disclosed. Finally, awarded amounts are high in relation to index and sector comparisons. Item 4: Re-elect as a director, Emma Adamo. The director is not independent as she is a member of the Weston family. The Garfield Weston Foundation controls Wittington I...
The Company is seeking shareholder approval for the Company’s shares to be transferred to Takeda Pharmaceutical Company Ltd. The Company will become a wholly owned subsidiary of Takeda. This will be effected by means of a Scheme of Arrangement under Jersey Companies Law. Although the Company has presented a strategic justification for the merger and the price represents a significant premium on the pre-offer share price, there are significant governance concerns arising around shareholders' rights following the transaction, as well as the implementation of retention payments which are not sub...
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