In general, Copenhagen Airport ("CPH") is in compliance with the Danish regulations relating to organisation and procedures of the Annual General Meeting.
Under ITEM 4, the Board of Directors proposes to distribute a total dividend of DKK 140.83 per share, corresponding to 100% of EPS. ECGS notes that over the past 6 years 100% of net income has been distributed to the Company's shareholders, and dividend distributions were not fully covered by Free Cash Flow. In ECGS' view this is not a sustainable dividend policy and it therefore recommends to vote OPPOSE.
Under ITEM 5.a, it is proposed to re-appoint Mr. Lars Nørby Johansen as Chairman of the Board of Directors. Mr. Nørby Johansen also chairs the Chairmanship, which is responsible for the tasks of a Nominations Committee. ECGS has concerns over the level of female representation on the Board and, based on its guidelines, the (re-)election of the Chairman of the Nominations Committee is the most appropriate agenda item to express such concerns. Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 6, shareholders are called to a binding vote on the remuneration policy. The aggregate executive compensation is fairly moderate (DKK 12.7 million in 2018, equal to approximately EUR 1.7 million), but we strongly regret that the Company does not disclose individual remuneration paid to the CEO and the performance metrics used to calculate the annual and long-term incentives. Therefore, ECGS recommends to vote OPPOSE.
Under ITEM 8, the Board of Directors proposes to re-appoint PricewaterhouseCoopers as the Companyns statutory auditor. In light of the substantial amount of non-audit related fees (67% of audit fees on an aggregate 3-year period), and the excessive tenure of the auditor (24 years), ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Kobenhavns Lufthavne owns and operates the airports at Copenhagen and Roskilde. Co. makes its infrastructure, buildings and service facilities available to companies that have business operations at the airport. Co.'s activities are divided into three business segments: Aeronautical, Non-aeronautical and International. The Aeronautical business comprises the operations and facilities which the airports make available so that airlines can operate their flights. The Non-aeronautical business comprises the facilities and services provided at the airports to passengers and others. The International business comprises the consulting services to associated companies and other airports.
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In general, Copenhagen Airport ("CPH") is in compliance with the Danish regulations relating to organisation and procedures of the Extraordinary General Meeting.Under ITEM 1, it is proposed to newly appoint Mr. Weuder as Vice Chairman of the board of directors. Mr. Weuder is not considered independent as he is a representative of ATP, which indirectly is a major shareholder of the Company. Although ECGS notes a lack of independent representation on the board, it supports the appointment of significant shareholder representatives as long as no shareholder is over-represented or controls the boa...
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Item 3: Approve the Remuneration ReportThe remuneration structure is satisfactory, though accelerated vesting is possible. Potential and actual total variable remuneration exceed guidelines, but not very much. They are moderate in comparison with UK market practice. Overall, the quantum during the year was not excessive. We recommend shareholders vote in favor.
Item 3: Approve the Remuneration Report The structure is weighted more heavily towards short-term performance. One of the performance metrics for the LTI is the payment of sustainable dividends, which is not considered appropriate as executives can potentially influence the payout level. The LTI also includes relative TSR as a performance metric. Nevertheless, the quantum is not excessive and even maximum potential amounts are moderate. On balance, we recommend shareholders vote in favor. Item 4: Approve the Remuneration PolicyThe main concern with the Company's remuneration policy is that pa...
Item 2: Approve the Remuneration ReportThe remuneration structure is unsatisfactory. The main concern at the Company is that the potential maximum incentive pay including the bonus, matching shares on the deferred portion of the bonus and the LTI amounts to 1000% of base salary, which is considered grossly excessive. Actual incentive pay during the year was1.6 times the ECGS limit. Furthermore, variable remuneration is overly reliant on a single performance metric, benchmark profit before tax. A second performance criteria will be used in the coming year. We note that the Company has adjusted ...
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