In general, Schibsted is in compliance with the Norwegian regulations relating to the organisation and procedures of the EGM.
Under ITEM 3, the board of directors seeks approval of a demerger of Schibsted. ECGS endorses the view of the board of directors that a split of the Company could enhance the prerequisites to successfully develop the respective businesses under separate leadership. ECGS also acknowledges the strategic rationale of the demerger. As demerger consideration, shareholders of Schibsted will receive one series A share in MPI for each series A share owned in Schibsted (1:1) and one series B share in MPI for each series B share owned in Schibsted (1:1). Due to legal constraints, MPI will initially inherit Schibsted's share structure with Series A- and B shares carrying different voting rights. However, Schibsted, as a majority owner, will support a simplified governance structure without ownership or voting limitations and an amalgamation into only one series of shares in due course, which ECGS strongly welcomes. As a matter of principle, ECGS is supportive towards corporate spin-offs as they give shareholders the ability to choose whether they will continue to be exposed to the more 'newspaper and online classified businesses in the Nordic countries' (Schibsted) and/or 'managing online marketplaces' (MPI), if not they can simply sell their shares. In addition, MPI will initially be backed-up by Schibsted as a long-term shareholder (with an interest of 65%, thereby giving MPI sufficient substance to operate on a stand-alone basis. Based on the analysis above, ECGS recommends to vote FOR the demerger plan.
Under ITEMS 5a-5f, the election of the board of directors of MPI is proposed.
In light of insufficient independent representation on the (future) MPI board, ECGS recommends to vote OPPOSE to the election of: Ms. Kristin Skogen Lund (ITEM 5b), Mr. Terje Seljeseth (ITEM 5d) and Ms. Sophie Javary (ITEM 5e).
Under ITEM 5f, the board of directors of Schibsted proposes to newly appoint a candidate to be announced ahead of the EGM. To date of this report, the name of said candidate has not been announced yet. In ECGS' view this is a significant corporate governance breach and totally unlike best practice. ECGS therefore recommends to vote OPPOSE.
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Proxinvest Corporate Governance Rating ® helps investors integrate governance into their investment decision and identify governance risks and opportunities within their portfolio. Proxinvest Corporate Governance Rating ® Service rates European issuers through the analysis of four main themes : Ownership & Shareholder rights, Board & Committees, Audit & Process, Remuneration. Each theme is rated taking into account several comprehensive sub-categories. Our unique two-step process to achieve each rating includes a first step quantitative valuation and a second step qualitative filter...
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.
Rémunérations : La société communique très précisément la nature des critères quantitatifs non financiers, mais elle ne communique ni leurs poids individuels, ni les objectifs qui devaient être atteints, ce qui ne permet pas aux actionnaires d’estimer si les montants attribués au titre de cette part sont bien alignés sur les performances réalisées, et ce alors même que cette part pèse pour 42% du bonus du Directeur Général. Par ailleurs, l’un des critères de performance des actions de performance permet l’acquisition en cas de sous-performance du critère, ce qui n’est pas une pratique acceptab...
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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