In general, Konecranes is in compliance with the Finnish regulations relating to the organization and procedures of the Annual General Meeting.
Under ITEM 8, the Board of Directors proposes to distribute a dividend of EUR 1.20 per share. The proposed dividend distribution (EUR 94.6 million) is fully covered by consolidated net earnings (pay-out of 96.2%), but it is not fully covered by cash generation (FCF was EUR 73.1 million in 2018). We also note that dividends were not covered by FCF in fiscal years 2017 and 2016. As Konecranes has a solid financial situation (net debt was 26.2% of market capitalization and 43.1% of equity), we recommend to vote FOR, but we urge the Company to review its dividend policy for the coming years, to make it more consistent with its cash flow capacities.
Under ITEM 14, the Board proposes to re-appoint Ernst & Young as the Company's statutory auditor. Although ECGS has no concerns over the level of non-audit fees, ECGS notes that Ernst & Young has been in office for 13 years and there is no disclosure to suggest that the current mandate has been tendered in the past. As such the current term in office of the statutory auditor is not in accordance with ECGS' guidelines. In line with EU regulation, ECGS recommends a term of maximum 10 years (plus an additional maximum term of 10 years, if a tender is undertaken). Therefore, ECGS recommends to vote OPPOSE.
Konecranes reports two business areas, Service and Equipment, as its primary business segments. Co.'s Service business area provides maintenance and modernization services for all types and brands of industrial cranes, lifting equipment, and machine tools. Co.'s service offering covers inspections, preventive maintenance programs, repairs and improvements, on-call service, spare parts, modernizations, and a range of consultation services. Co.'s Equipment business area provides components, cranes, and material handling solutions for a range of customers. As its secondary segments, Co. reports three geographical areas: Europe, Middle East and Africa; Americas; and Asia-Pacific.
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Une fois de plus, la société est à féliciter en terme de communication puisqu'elle met à dispostion des actionnaires son rapport annuel dans un temps record. Le mandat de Laurence Verdickt arrive à échéance le 8 avril 2019 et n'est pas renouvelé. Le conseil d’administration propose la nomination de Mathilde Yagoubi comme administratrice libre de conflits d'intérêts potentiels qui sera soutenue (résolution 6). Malgré quelques faiblesses en terme de transparence et de structure, les rémunérations des dirigeants mandataires sociaux pour les exercices 2018 et 2019 (résolutions 7 à 9) semblent ac...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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