Report
Expert Corporate Governance Service (ECGS)
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Skanska, March 28, 2019

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.

Underlying
Skanska AB Series B

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.

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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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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