Item 4: Since there is no vote on Management Board members' remuneration in Austria, we take this opportunity to voice our concerns regarding the remuneration system currently in place at Raiffeisen Bank International AG which we consider has several shortcomings: The targets for the short-term incentive (STI) have not been adequately disclosed. Likewise, there is no disclosure provided on maximum amounts. Since financial year 2014, there is no long-term incentive (LTI) in place. Benefits in kind and pension provisions are not disclosed separately but included in the fixed and other remuneration respectively. Although we consider the absolute amounts paid to the Management Board members as still acceptable, we urge the Supervisory Board to review the remuneration system and bring it in line with international standards. In line with our guidelines we would in principle recommend opposing the discharge of the Chairmen of the Supervisory Board's Personnel Committee, Dr. Walter Rothensteiner (until 22 June 2017) and Mag. Erwin Hameseder (since 22 June 2017), in financial year 2017. As the discharge is proposed in a bundled resolution, however, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.
Item 5.1: We recommend to oppose the proposed increase in remuneration of the Supervisory Board as we assess the absolute amount of remuneration under the amended system as above market practice and consider the increase as not acceptable.
Item 6: KPMG Austria, Vienna, is proposed as auditor for the current financial year. Ratio of non-audit/audit fees was 38.48% during the year under review and 57.89% over a three-year aggregate period which exceeds our guidelines. Furthermore, we note that KPMG has audited the Company since at least the financial year 2005 (no earlier data available) which exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of KPMG as auditor.
Item 9: The Boards request approval to acquire the Company's own shares within legal boundaries (5% of share capital within 30 months) for trading purposes. The maximum consideration for the repurchased shares might be up to twice the closing price on the Vienna Stock Exchange on the last trading day preceding the acquisition which exceeds our guidelines. We therefore recommend opposing this proposal.
Raiffeisen Bank International is a universal bank focusing on corporate and retail customers in Central and Eastern Europe (CEE) and on corporate customers in Austria. In CEE, Co. consists of a network of banks, leasing companies and financial service providers. In Austria, Co. is involved in corporate finance and export and trade finance banks. Co. provides services to customers in 2,800 branch offices. In the retail banking business, Co.'s product and service portfolio comprises inter alia credit services (mortgages, credit cards and personal loans), as well as payment transaction and current account package services. As of Dec 31 2014, Co.'s total assets amounted to Euro121.6 million
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Raiffeisen Bank reported full-year results for 2018 of EUR 1.4 billion compared with EUR 1.2 billion last year, as income generation more than offset slightly higher expenses. Both net interest income and net fee and commission income increased 4.2% year over year, driven by higher loans to customers, up 4%, for the former and higher loan and guarantee as well as payment transfer business for the latter. Historically low impairment losses of 21 basis points formed a tailwind last year, but management expects this to pick up to 45 basis points in 2019. Based on this outlook, we tweaked our prov...
Raiffeisen Bank reported full-year results for 2018 of EUR 1.4 billion compared with EUR 1.2 billion last year, as income generation more than offset slightly higher expenses. Both net interest income and net fee and commission income increased 4.2% year over year, driven by higher loans to customers, up 4%, for the former and higher loan and guarantee as well as payment transfer business for the latter. Historically low impairment losses of 21 basis points formed a tailwind last year, but manag...
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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