General: The Company has chosen the legal option to opt-out from individual disclosure of Management Board members' remuneration. The AGM 2012 (before the Company's IPO) approved this resolution with an undisclosed majority of votes FOR. The approval is valid for a period of five years and then needs to be renewed. As the Company has not put forth a respective proposal again at this year's AGM, from financial year 2017 onwards Management Board members' remuneration will therefore have to be disclosed individually.
Item 2: We recommend opposing the dividend proposal. ECGS believes that dividends should be covered by consolidated earnings and/or free cash flow and supported by a strong balance sheet in terms of solvency and leverage. We recommend opposition as the Company does not provide any justification why dividend payment exceeds consolidated earnings for a fifth consecutive year.
Item 4: The Supervisory Board, since the Company's IPO in 2012, did not submit the Management Board's remuneration system to shareholders' vote. We urge the Company to submit the remuneration system to shareholder approval at the next AGM. Although the absolute amount of remuneration granted for financial year 2016 is not considered as excessive, we raise our concerns over the level of disclosure with regard to the remuneration system and the fact that is has not yet been up for shareholder approval. In line with our guidelines we would in principle recommend opposing the discharge of the Chairwoman of the Remuneration Committe, Ms. Sally Anne Ashford. As the discharge is proposed in a bundled resolution, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.
Items 6a, 6b, 6c, 6d, 6e, 6g and 6h: We recommend to oppose the re-election of seven Supervisory Board members until the AGM 2022 due to concerns over the insufficient independent representation on the Board.
Telefonica Deutschland Holding is a telecommunication company. Co. offers its consumer retail and business customers postpaid and prepaid wireless communications products, along with wireless data services using Global Packet Radio Service, Universal Mobile Telecommunications System and Long Term Evolution technology as well as Digital Subscriber Line wireline telephony and high-speed internet services. Co. markets its products and its wireless and wireline communications products as well as services via the core brand O2. Co.'s secondary brands include the brands Fonic and netzclub. Co. also markets high-speed DSL internet access and wireline telephony.
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Buy recommendation reiterated based on the company’s repositioning which is now paying off (performances = peers), the expected continuation of solid profit growth (3-year EPS CAGR = +10%) and highly attractive valuation multiples (2019e P/E = 9x). Our target price of € 125 offers 50% upside. - Cf. equity report published last evening - ...
>Germany’s priority is 4G coverage. 5G to come later - The German telecoms regulator (Bundesnetzagentur or BnetzA) yesterday validated its rules concerning the auctions for 2Ghz and 3.6 Ghz spectrum which are to take place in the spring of 2019. The document was identical to the draft that was published on Friday 16 November. The emphasis has been placed on coverage, the obligation to negotiate and the regulator’s role as an arbitrator:The auctioning of 120Mhz of...
La société a annoncé depuis son entrée en bourse sa volonté de diversifier son conseil d'administration, qui n'est composé que d'une femme (représentante d'une société administratrice) et que d'un membre indépendant (les taux d'indépendance et de féminisation ne sont donc que de 25%). De plus, l'actionnaire majoritaire, Apax, est surreprésenté au conseil, en possédant la moitié des sièges, pour une participation au capital de 42,19%. Si l'entrée en bourse de la société est récente, nous l'incitons fortement à prendre en compte cette nécessité de diversifier son conseil. Le renouvellement de ...
Proxinvest attire l'attention des actionnaires sur plusieurs points : - Tout d'abord la société est dans un processus qui va permettre à un actionnaire chinois, Fosun, de rentrer au capital via une émission de nouvelles actions lui étant réservée. Suite à cette émission, Fosun deviendra le premier actionnaire et propose donc de nommer un administrateur au conseil de la société. -Ensuite la direction de la société est modifier puisque Marie Meynadier va céder ses fonctions à Mike Lobinsky le 1er Janvier 2019. De ce fait lors de la présente assemblée la société propose une nouvelle politique d...
Item 2: Approve the Remuneration Report The structure is not acceptable as the STI and LTI are equally weighted. Though 25% of the bonus is deferred, it is not subject to further performance conditions and is only held for one year. Additionally, alignment with performance has not been definitively demonstrated, as no bonus targets are disclosed. Finally, awarded amounts are high in relation to index and sector comparisons. Item 4: Re-elect as a director, Emma Adamo. The director is not independent as she is a member of the Weston family. The Garfield Weston Foundation controls Wittington I...
The Company is seeking shareholder approval for the Company’s shares to be transferred to Takeda Pharmaceutical Company Ltd. The Company will become a wholly owned subsidiary of Takeda. This will be effected by means of a Scheme of Arrangement under Jersey Companies Law. Although the Company has presented a strategic justification for the merger and the price represents a significant premium on the pre-offer share price, there are significant governance concerns arising around shareholders' rights following the transaction, as well as the implementation of retention payments which are not sub...
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