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.
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In general, Lundbergforetagen 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. Although there is just sufficient independent representation on the board, ECGS notes that the number of executives (3) sitting on the board is NOT in accordance with provision 4.3 of the Swedish Corporate Governance Code. Aforementioned provision stipulates that no more than one (1) member of the board may be a member of the executive management. Based on the abov...
Merger with Hewlett Packard Enterprise, Profit Warning and Sale of SUSE Business On September 2016, the Company entered into a definitive agreement with Hewlett Packard Enterprise (HPE) on the terms of a transaction which provided for the combination of HPEns software business segment with the Company by way of a merger. The transaction was valued at $8.8bn. On March 2018, the Company issued a profit warning arguing that its revenues declined more than expected due to problems stemming from its acquisition of Hewlett Packard. On 22 March 2018, Hsu resigned from his position of CEO min order to...
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