We note that the Company reported strong financial results for the fiscal year 2017, especially due to the global Luxury Goods market which enjoyed significant structural growth during the year.
At its Annual General Meeting of April 26, 2018, the Company will submit to its shareholders the approval of the payment of an exceptional stock dividend in the form of PUMA SE shares: this stock dividend will have no effect on corporate governance.
Beyond the significant presence of members of the management, Proxinvest notes that four non-voting Directors figure among the Board of Directors since fiscal year 2017 which weakens the effectiveness of checking the power of the Chairman-CEO and Deputy CEO.
The Company now has a majority-independent Remuneration Committee (60%) and an employee representative.
Concerning remuneration policies submitted in Resolutions 8 and 9, we notice that it allows for the payment of exceptional bonuses, worth €5.81 million for the Chairman-CEO and €3.48 million for the Deputy CEO, due to PUMA’s good performance. Given these bonuses, we believe the potential remuneration of both Chairman-CEO and Deputy CEO to be largely excessive. Proxinvest also notes that the allocation of exceptional bonuses for executives has become far too frequent.
We note that the Company has failed to submit the statutory auditor's report on related party agreements to shareholders for a vote. Moreover, this report contains a service agreement between the Company and its main shareholder Artémis, worth €3.9 million, which represents an increase of €665K (+20.55%) compared to previous fiscal year. Even more concerning is the absence of details regarding services furnished and whether such services are paid at the going rate or otherwise.
Kering is engaged in the retail industry, particularly luxury fashion brands. Co.'s operations can be divided into two segments: Luxury and Sport & Lifestyle divisions. The Luxury division includes brands such as Gucci, Bottega Veneta, Yves Saint Laurent, Balenciaga, Boucheron, Sergio Rossi, Alexander McQueen, Girard-Perregaux & JeanRichard, & Stella McCartney. In addition, Co. offers Leather Goods, Shoes, Ready-to-wear, Watches, and Jewelry & Other products. The Sport & Lifestyle division designs & develops footwear, apparel & accessories and includes brands like Puma, Volcom and Electric among others.
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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The background trend is clearly bearish. The negative MACD confirms the trend. The rise is a consolidation that will soon bump against the level at €428.20. The next target is at €335.18, then €324.33. Passing €469.50 would question the continuation of the fall.
La tendance de fond est clairement orientée à la baisse. Le MACD est négatif, il confirme cette tendance. La reprise est une consolidation qui va buter sur 428,20 € prochainement. Le prochain objectif est à 335,18 €, puis 324,33 €. Le franchissement de 469,50 € remettrait en cause la suite de la baisse.
In general, Marine Harvest is in compliance with the Norwegian regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 3, it is proposed to change the name of the Company to "Mowi ASA", in connection with a revised corporate strategy and the launch of a global brand "MOWI". The new "MOWI" brand is aimed at the upper echelon of the salmon market in terms of quality and sales price. The Company expects that (MOWI) sales will increase gradually to exceed EUR 1.0 billion by 2025, generating additional operating income of at least EUR 100 million. ...
In general, Danske Bank is in compliance with the Danish regulations relating to the organisation and procedures of the Extraordinary General Meeting. In light of the money-laundering case at the Company's Estonian branch, which has led to the resignation of several senior executives including Danske Bank's CEO (Mr.Borgen) and Head of Business Banking (Mr. Morch), major shareholder A.P. Moller Holding proposes changes to the board of directors. Under ITEM 1.1, major shareholder A.P. Moller Holding proposes to newly appoint Mr.Dybvad as Member of the board of directors. Based on the available...
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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