Report
Expert Corporate Governance Service (ECGS)
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Proxy Report - 18/04/2018

Under agenda item 11b, it is proposed to authorise the Board to restrict or exclude preemptive rights of existing shareholders upon the issuance of common shares. The authorisation to issue 10% and an additional 10% of the share capital in connection with mergers or acquisitions exceeds our guidelines. Therefore we recommend to OPPOSE.

On 15 February 2018, the Company announced that it plans to simplify the dual parent holding company structure into a single parent company. The plan comes on the eve of British withdrawal from the European Union, but according to the Company, the Brexit has played no role in this decision-making. RELX NV shareholders are to receive one RELX PLC share in exchange for each RELX NV share held. The single parent would be listed in London, Amsterdam and New York. The changes would however have no impact on RELX Group headquarters or business unit locations, activities or staffing levels. Furthermore, this change will not bring about any change to the strategy; it is cost and profit neutral, before and after tax. The new structure is expected to be implemented in Q3 of 2018, subject to shareholder approval at a future shareholder meeting. After implementation shareholders will only be able to attend shareholder meetings in London.

Underlying
Relx NV

RELX is a provider of information solutions for professional customers across industries. Co. operates in four market segments: Scientific, Technical & Medical, providing information and tools to help its customers improve scientific and healthcare outcomes; Risk & Business Information, providing data services and tools that combine proprietary, public and third-party information, with technology and analytics to business and government customers; Legal, providing legal, tax, regulatory news and business information to legal, corporate, government and academic markets; and Exhibitions, organising exhibitions and conferences.

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.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

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. 

Analysts
Expert Corporate Governance Service (ECGS)

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