Report
Expert Corporate Governance Service (ECGS)
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Orkla ASA - AGM 25 April 2019

In general, Orkla is in compliance with the Norwegian regulations relating to the organisation and procedures of the AGM.

Under ITEM 3.2, the board of directors seeks approval of the Company's remuneration guidelines. The proposed remuneration structure is not in line with ECGS' guidelines.

Accordingly, ECGS recommends to vote OPPOSE.

Undet ITEM 3.3, the board of directors seeks approval of a revised LT incentive plan.

Although ECGS welcomes the introduction of performance conditions under the plan, the conditions applicable remain undisclosed. ECGS therefore recommends to vote OPPOSE.

Finally, under ITEM 7.3, the nomination committee proposes to re-appoint Ms. Ingrid Jonasson Blank as Member of the board of directors. In view of concerns over her aggregate time commitments, ECGS recommends to vote OPPOSE.

There are no further peculiarities.

Underlying
Orkla ASA

Orkla is a consumer goods company in the Nordic and Baltic regions. The Branded Consumer Goods area comprises five business areas: Orkla Foods, Orkla Confectionery and Snacks, Orkla Home and Personal, Orkla International and Orkla Food Ingredients. Co.'s other businesses consist of Granges, a supplier of solutions for the heat exchanger industry; Hydro Power, which produces and supplies power to the Nordic power market; and Orkla Financial Investment, which consists of Orkla Eiendom; in addition to its investments in Sapa (JV), which is engaged in extruded aluminium solutions; and Jotun AS, which is a manufacturer of paint and powder coatings.

Provider
Proxinvest
Proxinvest

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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Analysts
Expert Corporate Governance Service (ECGS)

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