In general, Skanska is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 13, the nomination committee proposes to increase the remuneration of the board of directors by approximately 3.0%. 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 Skanska 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 14a-14g, the (re-)election of the board of directors is proposed. In light of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Pär Boman (ITEM 14b), Mr. Fredrik Lundberg (ITEM 14d) and Ms. Charlotte Strömberg (ITEM 14g).
Under ITEM 16, the board of directors seeks approval of the Company's executive remuneration guidelines. Although no (material) changes are proposed, ECGS is missing an actual LT component (with a performance measurement period of at least 3 years) under the guidelines. ECGS therefore recommends to vote OPPOSE.
Under ITEM 17, the board of directors seeks approval of a LT incentive plan. In light of an insufficiently long performance period (of only 1 year), ECGS recommends to vote OPPOSE. ITEMS 17a-17c are considered enabling resolutions of the LT incentive plan (see above). ECGS thus recommends to vote OPPOSE. Finally, ECGS notes that the Brazilian competition authority, the Administrative Council of Economic Defense (CADE) and the Ministry of Transparency Inspection and Control (MoT) initiated administrative procedures against Skanska Brazil in relation to certain Petrobras projects. In June 2016, MoT decided that Skanska Brazil shall be excluded from public tenders during no less than 2 years. Skanska Brazil's appeal is still pending. CADE has still to decide on the cartel case. Other authorities in Brazil have initiated procedures related to the same transactions as well.
Skanska is a project development and construction group, concentrated on selected home markets in the Nordic region, European countries and in the Americas. Co.'s business streams are: construction, which includes building and civil construction; residential development, which develops residential projects for immediate sale; commercial property development, which initiates, develops, leases and divests commercial property projects, with project development focusing on office buildings, retail and logistics properties; and infrastructure development, engaged in identifying, developing and investing in privately financed infrastructure projects, such as highways, hospitals and schools.
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The independent financial analyst theScreener just lowered the general evaluation of SKANSKA AB (SE), active in the Heavy Construction industry. As regards its fundamental valuation, the title now shows 1 out of 4 stars while market behaviour can be considered moderately risky. theScreener believes that the title remains under pressure due to the loss of a star(s) and downgrades its general evaluation to Neutral. As of the analysis date April 30, 2019, the closing price was SEK 165.30 and its target price was estimated at SEK 147.95.
Today Infront consensus for Q1 was released, but given that Skanska only announced four sales for SEK1.4bn in Q1, we see potential downside as we expect lower EBIT in Commercial Development (CD) versus consensus. We are in line on both Construction and Residential Development (RD), while we are concerned about negative book-to-build. We reiterate our SELL and SEK155 target price, as we expect a weakening balance sheet and still-low margins in Construction in 2019. The Q1 results are due at 07:30 CET on 26 April.
With a high number of housing starts in the past two years set to reach completion this year, we expect a still-high market supply of homes for sale during this year. We expect civil markets to grow in line with national budget spending, but see a risk of delayed Norwegian public projects. Valuations have declined, but so has growth. With mixed business cycles, we see limited valuation upside potential; we thus keep our neutral sector stance. Our top sector picks are NRC (rail engineering) and NCC (turnaround case).
Le renouvellement des mandats de Philippe Maubert, Christophe Maubert, Catherine Canovas, et Lionel Picolet sont soumis à l’approbation des actionnaires. Au regard du manque d’indépendance au conseil d’administration, Proxinvest s’opposera aux résolutions 5 à 8. La politique de rémunération pour 2019 présentée par la société dans le Rapport de Gouvernance d’entreprise est très insuffisante. L’absence de nombreuses informations ne permet pas à l’actionnaire d’estimer la rémunération attribuable aux dirigeants pour 2019. Ainsi, Proxinvest s’opposera à la résolution 9. Concernant la rémunératio...
GouvernanceLa société propose le renouvellement de 3 administrateurs et la nomination de 2 administrateurs indépendants. Parmi les renouvellements proposés figure celui de Julie Guerrand. Selon la politique de vote de Proxinvest, en cas de conseil ne comprenant pas une majorité de membres indépendants, Proxinvest soutient 1 représentant pour chacun des 3 principaux actionnaires. En l'occurrence, le représentant le plus légitime de H51, le premier actionnaire, est sa Présidente, Julie Guerrand. Nous soutenons donc son renouvellement, mais pas celui de M. Bauer. Concernant Mme Sénéquier, bien qu...
Le conseil n'est pas majoritairement composé de membres libres de conflits d'intérêts. Par conséquent, parmi les renouvellements proposés, seul le Président du conseil sera soutenu en raison de la séparation des fonctions avec la Direction Générale (résolutions 5 à 7). En ce qui concerne la rémunération 2018 du Directeur Général, l'absence de communication des taux de réalisation de chacun des critères financiers du bonus constitue un manque rédhibitoire pour Proxinvest. Par ailleurs, l'attribution d'actions gratuites est basée sur des critères non vérifiables et qui sont calculés sur une pér...
ITEM 10: Although the board does not comprise a majority of independent members, Julie Guerrand is the most legitimate representative of the main shareholder as she is its Chairman. Thus, we recommend approval. ITEMS 7 and 8: Axel Dumas’ additional remuneration is indexed to the Group’s revenue, but only in an upward direction. If the company underperforms, executive will not be impacted. This is not acceptable. Moreover, Emile Hermès SARL’s total remuneration reached €9.6 M in 2018, which widely exceeds the median CAC 40 executives and represents 458 times the French minimum wage (SMIC), wh...
The majority of the Board is not composed of independent members. Consequently, among the proposed renewals, only the Chairman of the Board will be supported due to the separation of functions with the Executive Management (resolutions 5 to 7). With regard to the 2018 remuneration of the CEO, the failure to communicate the achievement rates of each of the financial criteria related to the bonus constitutes a fundamental flaw for ECGS. In addition, the allocation of performance shares is based on criteria that cannot be verified and are calculated over a period of only two years, which is insu...
The Annual General Meeting will be held foreseeable on the second call on May 31st, 2019, at 12 p.m. The re-election of the Chairman is proposed in item 10. Mr. Antonio Brufau Niub has served on the Board since 1996 and has been Chairman for fifteen years. Prior to serving as Chairman, he served as CEO of the Company and Executive Chairman. There are concerns that his fixed fees of EUR 2.5 million per year imply that he continues to perform some executive functions. Furthermore, ECGS guidelines do not support the appointment of a former CEO as Chairman. This can undermine the Boardns supe...
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