ITEMS 10 to 13: It is proposed to approve the remuneration granted in 2017. No major issue is reported on this matter. However, Proxinvest raises a concern: the company fails to disclose the valuation of performance shares granted in 2017 in its remuneration tables. As this remuneration is granted in shares, it should be valued and this valuation should appear in these tables.
ITEMS 7 to 9: It is also proposed to this meeting to elect the employee shareholder representatives. 3 candidates are proposed and only 1 will be elected. Among the 3 candidates proposed. Proxinvest supports Marie Russo as she was designated by a direct vote of employee shareholders (while Messrs. Marino and Sarr were designated by the mutual funds’ Supervisory Boards which include representatives of the Management).
Orange provides consumers, businesses and other telecommunications operators with a wide range of services including fixed telephony and mobile telecommunications, data transmission, Internet and multimedia, and other services. Co.'s portfolio comprises business lines (fixed-line, mobile, Internet), focusing on all customer segments (small and medium-sized businesses, multinationals), and personal and professional services for home, office, travel, and mobile. Co. manages eight operating segments: France, Poland, Spain, Rest of the Europe, Africa and Middle East, Other non-controlling equity interests, Enterprise Communication Services, and International Carriers and Shared Services.
Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.
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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.
Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.
As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide.
The general evaluation of ORANGE SA (FR), a company active in the Integrated Telecommunications industry, has been upgraded by the independent financial analyst theScreener with the addition of a star. Its fundamental valuation now shows 3 out of 4 possible stars while its market behaviour can be considered as moderately risky. theScreener believes that the additional star(s) merits the upgrade of its general evaluation to Slightly Positive. As of the analysis date March 15, 2019, the closing price was EUR 14.15 and its potential was estimated at EUR 14.86.
We view Orange as one of the prime beneficiaries of the movement to converged services (the merging of the traditional triple play of fixed-line telephony, broadband, and pay television with wireless telephony). When service bundling is combined with 4G and fibre, which help to differentiate its networks, we think Orange is well positioned for the macroeconomic trends hitting European communication markets. Orange now has 6.1 million convergent customers in France or 60% of its retail broadband base, 3.1 million convergent customers in Spain or 85% of its retail broadband base, and 1.2 million...
General: Supervisory Board member Prof. Dr. Theo Siegert is a member of the Adivsory Committee of DSW, the local partner of ECGS. This report has been prepared using standard ECGS guidelines. Item 1: Unlike at German stock corporations, shareholders of a KGaA are legally required to vote on the annual accounts. Item 5: In financial year 2018, the Supervisory Board of Henkel Management AG, in line with recommendations of the Shareholders' Committee's Human Resources Subcommittee, decided to adopt various changes to the Management Board members' remuneration system, applicable as of financial ...
La documentation relative aux conventions réglementées n’a pas été disponible dans les délais légaux, la société ayant publié le document contenant le rapport spécial des commissaires aux comptes sur les conventions réglementées 20 jours avant la date de l’assemblée générale. Par ailleurs, on notera que la société propose un renouvellement en bloc de ses admnistrateurs, pratique inacceptable ayant disparu conformément à la recommandation 13.2 du Code AFEP-MEDEF. La société justifie cette dérogation au code par une nécessité d'assurer la stabilité de ses organes de contrôle dans le temps et le...
ITEM 9: the company still refuses to disclose the individual remuneration amounts of its executives while it complies with some governance rules for companies listed in Paris (where the majority of its Fiduciary Deposit Receipts, "FDR", are traded). It is not understandable that a company, aware of the French practices and applying some of them, deliberately chooses to ignore some of the basic fair governance and fair disclosure principles. However, we note that the Shareholders Rights Directive II ("SRD II") must be transposed by June 2019. SRD II states "Member States shall ensure that the...
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