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Expert Corporate Governance Service (ECGS)
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Investor AB - AGM 08 May 2019

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

Under ITEM 13a, the nomination committee seeks approval of the remuneration of the board of directors. Although the proposed fees are conform to Swedish market practice, ECGS does not approve of the partial payment in synthetic shares. Hence, ECGS recommends to vote OPPOSE.

Under ITEMS 14a-14k, the (re-)election of the board of directors is proposed.

In view of insufficient independent representation on the board of directors as well as concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Ms. Magdalena Gerger (ITEM 14d), Mr. Tom Johnstone (ITEM 14e), Ms. Sara Mazur (ITEM 14f), Ms. Grace Reksten Skaugen (ITEM 14g), Mr. Hans Sträberg (ITEM 14h), Ms. Lena Treschow Torell (ITEM 14i), Mr. Jacob Wallenberg (ITEM 14j), Mr. Marcus Wallenberg (ITEM 14k).

Under ITEM 15, the nomination committee proposes to re-appoint Mr. Jacob Wallenberg as Chairman of the board of directors. As already mentioned above, ECGS has various concerns over his re-appointment and therefore does not support his re-election as board Chairman either. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEMS 17b and 17c, the board of directors seeks approval of two LT incentive plans. In view of insufficiently challenging performance conditions, ECGS recommends to vote OPPOSE.

Under ITEM 18a, the board of directors seeks authorisation to repurchase own shares. Although the authority as such would meet its guidelines, ECGS notes that the shares to be repurchased may also be used to secure the Company's obligations under the LT incentive plan as well as the allocation of synthetic shares as part of the compensation of the board of directors. Since it neither agrees with the LT incentive plan nor approves of the (proposed) compensation of the board in the form of synthetic shares, ECGS recommends to vote OPPOSE.

Under ITEM 18b, the board of directors seeks authority to transfer own shares in connection with the LT incentive plan. In ECGS' view this is an enabling resolution of ITEM 17b above. Since ECGS does not approve of the proposed LT incentive plan, it does not agree with resolutions to secure obligations under said plan either. Accordingly, ECGS recommends to vote OPPOSE.

Finally, ITEM 19 is a proposal made by a shareholder. ECGS does not approve of the proposal and therefore recommends to vote OPPOSE.

Underlying
Investor AB B

Investor AB is an industrial holding company. Through its subsidiaries, Co. invests in companies and industries. Co.'s holdings are divided into two business areas: Core Investments and Financial Investments. Core Investments consists of listed holdings, in which Co. is a major owner, and its wholly-owned subsidiaries. Financial Investments consists of Co.'s investments in EQT and Investor Growth Capital, its partner-owned investments and other investments and activities.

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. 

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Expert Corporate Governance Service (ECGS)

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