Report
Expert Corporate Governance Service (ECGS)
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Svenska HandelsBanken, March 27, 2019

In general, Svenska Handelsbanken ("Handelsbanken") is in compliance with the Swedish regulations relating to the organisation and procedures of the AGM.

Under ITEM 16, the nomination committee proposes to increase the remuneration of the board of directors by around 3%. In ECGS' view the current fees are already at the upper level of Swedish market practice for a company with the size and complexity of Handelsbanken and it therefore does not approve of any increases without adequate justification. Since the proposal is not adequately justified, ECGS recommends to vote OPPOSE.

Under ITEMS 17.1-17.11, the (re-)election of the board of directors is proposed. In light of insufficient independent representation on the board of directors as well as concerns over aggregate time commitments ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Jon-Fredrik Baksaas (ITEM 17.1), Mr. Hans Biörck (ITEM 17.2), Mr. Pär Boman (ITEM 17.3), Mr. Jan-Erik Höög (ITEM 17.5), Mr. Fredrik Lundberg (ITEM 17.8), Ms. Benthe Rathe (ITEM 17.9) and Ms. Charlotte Skog (ITEM 17.10).

Under ITEM 18, the nomination commiittee proposes to re-appoint Mr. Pär Boman as Chairman of the board of directors. ECGS has various concerns over his re-appointment and accordingly recommends to vote OPPOSE.

Under ITEM 19, the nomination committee proposes to re-appoint Ernst & Young and PricewaterhouseCoopers as the Company's statutory auditors. Although ECGS has no concerns over the re-appointment of PricewaterhouseCoopers is does not approve of the current term in office of Ernst & Young. ECGS therefore recommends to vote OPPOSE. Finally, ECGS notes that there are some rumours that Handelsbanken might have been involved in a giant network of money laundering in which allegedly USD 20 billion was moved from Russia to international (offshore) accounts (see also Danske Bank analysis).  According to the accusations, Handelsbanken is one of several banks that would have been used in the movement of money. To the best of ECGS' knowledge, there are however no ongoing or announced investigations by the relevant (supervisory) authorities into the matter described above.

Underlying
Svenska Handelsbanken Series A,

Svenska Handelsbanken is a commercial bank for both private and corporate customers. Co. has six home markets: Sweden, the U.K., Denmark, Finland, Norway and the Netherlands. Co. has four business areas: Handelsbanken Capital Markets, which includes operations for investment banking, asset management, and also pensions and insurance; Stadshypotek, a mortgage provider; Forestry and Farming, which provides financial advice to forest owners and farmers; and Handelsbanken Direkt, which is engaged in business and product development of standardised banking services for the private and corporate market. At Dec 31 2013, Co. had total assets of SEK 2.49 trillion and deposits of SEK 825.21 billion.

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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Expert Corporate Governance Service (ECGS)

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