Proxinvest notes that remuneration for the Chairman, as well as for all the executives, has risen significantly due to the introduction of a long-term component (performance shares) in 2017. Having introduced a long-term component is a positive point for executives; however, this is contrary to Proxinvest voting policy regarding a Chairman’s remuneration (Resolution 10 to 17).
Moreover, the performance period over which the performance conditions are assessed should be extended: Proxinvest considers that a minimum period of three-years should apply. Performance shares will vest in three unequal tranches (40%, 10%, 10%, and 40%): the first tranche represents 40% of the total allocation but performance conditions are only assessed over a two-year period.
Moreover, Resolution 4 invites the General Meeting to approve the Statutory Auditors' special report on new regulated agreements only: it does not t comply with the letter and spirit of Article L.225-40 of the French Commercial Code which requires the approval of previous regulated agreements as well.
Shareholders are requested to approve the new regulated agreement regarding the EIR acquisition (Resolution 5). Although the strategic rational was clearly presented, the lack of disclosure, particularly pertaining the shareholder pact between Iliad and NJJ Tara SAS, makes it difficult to evaluate whether the transaction was truly in the interest of minority shareholders.
Proxinvest also regrets the presence of all the executive directors on the Board (independence rate is 33.33% only). Nevertheless, we recommend that shareholders approve the re-election of Maxime Lombardini, CEO, as director (Resolution 7).
Iliad is an operator in the French internet access & telecommunications markets. Co. divides its operations into three business segments: Broadband, Traditional Telephony, and Retail Telecom. Broadband includes Internet service provider operations, hosting services, user assistance operations & operations related to the rollout of the FTTH (fiber-to-the-home) network. Traditional Telephony includes switched landline telephony (One.Tel and Iliad Telecom), directory services (mainly the ANNU reverse look-up directory accessible by Minitel, telephone, Internet and SMS text messaging) and e-commerce operations (Assunet.com). Retail Telecom offers various mobile phones & services to customers.
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.
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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.
ILIAD - BUY | EUR180 Q3 revenues in line, more solid recovery still expected France revenues decreasing in line with expectations Consensus beat on high margin mobile sales FTTH still accelerating, but fixed arpu trend weakening Italy posts robust growth, but seems to be slowing down
In general, Coloplast is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting. On November 1, 2018, the Company announced that Mr. L.S. Rasmussen will resign from his position as CEO to become the new Chairman of the board of directors as of this AGM. Mr. Rasmussen will be succeeded by Executive Vice President - Mr. Kristian Villumsen - as of the same date. Under ITEM 5.1, it is proposed to re-appoint Mr. N.P. Louis Hansen as Vice Chairman of the board of directors. Although ECGS has no (major) concerns over the re-appointment...
Item 2: Approve the Remuneration Report The structure is weighted more towards rewarding long-term performance. While there are concerns that the bonus performance metrics may not be sufficiently challenging, due to the high payout, the incentive pay is not much above guidelines.Item 3: Approve the Remuneration Policy The changes proposed to the Remuneration Policy make minor improvements to the policy. In addition, the structure of remuneration is considered acceptable, though we continue to be concerned that accelerated vesting is possible.Item 4: Approve the dividend If approved, the Com...
Proxinvest attire l'attention des actionnaires sur plusieurs points. Tout d'abord sur la composition du conseil d'administration, d'après Proxinvest le conseil comporte 62,5% d'indépendants. De ce fait les renouvellements de deux administrateurs libres d'intérêts sont soutenus par Proxinvest, dans les résolutions 5 et 6. De plus le manque de transparence de la société au sujet des rémunérations des dirigeants ne permet pas à Proxinvest de soutenir les rémunérations des résolutions 7 à 10.
La présente assemblée propose à la nomination Véronique Saubot. Les informations relatives à la candidate sont complètes et n'appelle pas de remarque de la part de Proxinvest. Nous saluons cette régularisation de la société, qui se met en conformité avec la Loi Copé-Zimmermann : le taux de féminisation du Conseil est ainsi porté à 43%.
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