In general, SKF is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEMS 14.1-14.9, the (re-)election of the board of directors is proposed. In light of insufficient independent representation on the board as well as concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Hans Straberg (ITEM 14.1), Mr. Lars Wedenborn (ITEM 14.2), Ms. Nancy Gougarty (ITEM 14.5), Mr. Ronnie Leten (ITEM 14.6), Ms. Colleen Repplier (ITEM 14.8) and proposed new nominee Mr. Geert Follens (ITEM 14.9).
Under ITEM 15, the nomination committee proposes to re-appoint Mr. Hans Straberg as Chairman of the board of directors. As already mentioned above, ECGS has various concerns over his re-appointment and therefore does not support his re-election as board Chairman either. Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 16, the board of directors seeks approval of the Company's remuneration guidelines. The proposed remuneration structure is not in line with ECGS' guidelines. ECGS therefore recommends to vote OPPOSE.
Under ITEM 17, the board of directors seeks approval of a LT incentive plan. In view of concerns over: (i) the applicable performance criterion; (ii) a strange twist attached to the performance measurement period; and (iii) non-disclosure of the outcome of the performance criterion, ECGS recommends to vote OPPOSE.
Finally, under ITEM 18, it is proposed to establish an 'external' nomination committee. As a matter of principle, ECGS is not in favour of external nomination committee that concentrate the nomination powers in the hands of the largest shareholders. On the other hand, ECGS also notes that external nomination committees are standard practice in the Swedish market. One of the fundamental core tasks of a nomination committee is providing a suitable composition of the board of directors. With respect to the latter, ECGS notes that there are currently only three women serving on the board, which is below its threshold regarding gender diversity. Accordingly, ECGS recommends to vote OPPOSE.
AB SKF is the parent company of the SKF Group, which supplies products, solutions and services within rolling bearings, seals, mechatronics, services and lubrication systems. Services include technical support, maintenance services, condition monitoring, asset optimization, engineering consultancy and training. Co.'s business areas are: SKF Industrial Market - Strategic Industries, which includes bearings and bearing accessories and lubrication systems; SKF Industrial Market - Regional Sales and Service, which develops SKF Solution Factory facilities providing engineering capability; and SKF Automotive, which develops and manufactures bearings, seals and related products and services.
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CORPORATES CREDIT OPINION 9 February 2017 Update RATINGS SKF AB Domicile Sweden Long Term Rating Baa2 Type Senior Unsecured - Fgn Curr Outlook Stable Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. Contacts Oliver Giani 49-69-70730-722
We retain our BUY recommendation and have raised our target price to SEK220 (200). An improved pricing environment, still-good organic growth, and earnings support from investing in its production footprint and EPR system should generate 10% adj EBIT CAGR for SKF in 2017–2019e. Our 2018–2019e EBIT is c7–8% above consensus.
La présente assemblée générale est marquée par le renouvellement de quatre administrateurs et la nomination d'un nouveau membre au conseil. Malgré la non indépendance de la société Orpar nouvellement nommée, le conseil conserve une majorité de membres libres de conflit d'intérêt ce qui lui permet de se conformer au Code de gouvernance Afep/Medef qu'elle applique dans son intégralité…
Proxinvest félicite la société qui propose par la présente Assemblée de changer son mode de gouvernance pour passer d'une société anonyme à Conseil d'administration avec cumul des fonctions de Président et de Directeur Général, à une société anonyme à Conseil de surveillance et Directoire à compter du 1er septembre 2016 …
The EGM is called to approve the merger by incorporation of Exor SpA into its wholly-ownedDutch subsidiary Exor Holding NV. Through the transaction, Exor will change itscountry of incorporation from Italy to the Netherlands. The transaction is aimed atsimplifying the Group's structure, as 85% of Exor's investments are, or are indirectlyowned through, Dutch companies (i.e., Fiat Chrysler Automobiles, Ferrrari, CNHIndustrial and the global insurer PartnerRe Ltd, which is 100% held through Exor NV).Similarly to its listed subsidiaries, Exor will adopt a multiple-voting structure, granting 5votes...
Banco BPM was established in January 2017, resulting from the merger between Banca Popolare di Milano ("BPM") and Banco Popolare. During the last round of TLTRO II in March 2017, 474 European financial institutions bid for €233 billion in loans far exceeding the expected amount of €110 billion. According to Reuters, Banco BPM bid for €3.1 billion in loans (equivalent to 39% of its balance sheet funding from institutional investors, or wholesale funding). These loans have a four-year maturity and carry a 0% interest rate (which could be revised down to -0.4%).In December 2016, Fitch downgraded ...
In item 2.d, the Board proposes the distribution of a dividend of € 0.11 per sharetotalling USD 160 million, despite a net loss of USD 236 million in 2016. We have concerns over the very high consolidated net debt of USD 19'734 million, corresponding to a debt-to-market capitalization ratio of 1.8 at the end of 2016. We also note that free cash flow (USD 914 million in 2016) decreased by 52.1% from 2015, despite 21.7% lower capital expenditures, which were reduced by 56.0% from 2013. As the proposed dividend distribution is fully covered by free cash flow, and taking into account that the Comp...
In general, Proximus is in compliance with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting.Under ITEM 6, the Board of Directors seeks approval for the Company's remuneration report. In light of insufficient disclosure and our other concerns with regard to the executive compensation package, we recommend opposition.There are no further peculiarities.
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