Items 3 and 4: DSW recommends opposing the discharge of both Management and Supervisory Board.
On 20 December 2016, Linde AG and Praxair Inc. announced that the companies intend to combine in a merger of equals under a new holding company through an all-stock transaction. Employee representatives have already announced their opposition to this agreement. For further information on this business combination, see section 3.1 of this report.
DSW, the German partner of ECGS has requested to add a vote on the merger to the agenda of this year's AGM on behalf of various shareholders. Specifically, DSW demanded that the following items be added to the agenda:
1. The Management Board shall be authorised to enter into discussions with Praxair Inc. regarding the proposed combination and to undertake all actions necessary to complete the transaction.
2. If the Business Combination Agreement is already executed: the Business Combination Agreement shall be approved.
3. If the Business Combination Agreement will be executed at a later date: the Business Combination Agreement shall be explicitly subject to an approval by the Linde shareholders' meeting.
DSW argued that a vote of Linde shareholders is necessary because the character of the entire Company is changed to a drastic extent for the shareholders and the decision therefore could no longer be taken by the Management and the Supervisory Board of the Company alone. According to the case law of the Federal High Court of Justice (BGH) a shareholders’ approval at the general meeting must already be obtained for a structure-changing measure if the decision on this measure is no longer covered by sec. 119 AktG, as it entails a very intensive change and its effects approximate a situation which can be brought about only by an amendment of the Articles of Association of the Company. The measure here is no longer covered by sec.119 AktG. According to DSW, this is made clear by the parameters of the proposed Business Combination Agreement that have already been published.
The request of DSW has been rejected by the Boards of Linde stating that they do not see any legal basis requiring a shareholder approval to initiate or continue discussions with Praxair or to conclude the Business Combination Agreement mapping out the way towards such a combination.
We consider that shareholder approval for such a significant business combination is required and that the Boards shall not deny their shareholders the right to vote. We therefore recommend opposing the discharge of both Boards.
Item 5: KPMG, Berlin, is proposed as auditor for the current financial year. We have no concerns over the ratio of non-audit/audit fees. However we note that KPMG has audited the Company since the financial year 1984 which exceeds our maximum acceptable term of office of 10 years or 20 years in case an audit tender has taken place after the initial engagement period. We consider a longer term of office may impair the auditor's independence. We therefore recommend opposing the re-election of KPMG as auditor.
Linde is a gases and engineering company based in Germany. Co. operates through two divisions. The Gases division provides a range of compressed and liquefied gases as well as chemicals. Co.'s gases are used in the energy sector, in steel production, chemical processing, environmental protection, and welding, as well as in food processing, glass production and electronics. The Engineering division is engaged in industrial plants construction globally, focusing on market segments such as plants for the production of hydrogen and synthesis gas, air separation and olefins as well as plants for natural gas treatment.
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Linde announced that the Federal Trade Commission has lifted its hold separate order after the narrow-moat industrial gas producer completed required divestments, selling its U.S. hydrogen and carbon monoxide business to Matheson. Linde and Praxair will now be allowed to integrate their businesses, creating the largest industrial gas company in the world. Linde also provided adjusted pro forma results for 2018 for the two companies combined. The company delivered sales of $28.1 billion (a 5% ye...
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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