In general, Telenet is in compliance with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 4, the Board of Directors seeks approval for the Company's remuneration report. Since we have various concerns over the Company's executive compensation structure we recommend opposition.
Under ITEMS 6a-6n, discharge of the Board of Directors is sought. As we do not approve of the discharge of Directors who missed more than 25% of the board meetings without adequate justification, we recommend opposing the discarge of Mr. John Porter (ITEM 6d), Mr. Diederik Karsten (ITEM 6f), Mr. Manuel Kohnstamm (ITEM 6g), Mr. Jim Ryan (ITEM 6h) and Ms. Suzanne Schoettger (ITEM 6m).
Under ITEM 11, approval is sought for the terms and conditions of the performance share plan(s). As we have various concerns over the LT incentive plan(s) we recommend opposition.
Under ITEM 12, authorisation is sought to issue shares and subscription rights in connection with future incentive plans. In light of our concerns over the various incentive plan(s) we recommend opposition.
Under ITEM 2a, the Board of Directors seeks authorisation to issue shares. Since the maximum number of shares to be issued substantially exceeds our guidelines, we recommend opposition.
Under ITEM 2b, it is proposed to amend Article 7 of the Company's Articles of Association. In our view this is an enabling resolution of ITEM 2a (see above) and There fore we recommend opposition.
Telenet Group Holding is a holding company. Through its subsdiairies and its broadband network, Co. is engaged in the provision of cable television, including television services, broadband internet and telephony services to residential subscribers in Flanders and certain communes in Brussels as well as broadband internet, data and voice services in the business market throughout Belgium and parts of Luxembourg. In addition, Co. is engaged in the provision of mobile telephony services through a mobile virtual network operator partnership with Mobistar NV.
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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The general evaluation of TELENET GROUP HOLDING NV (BE), a company active in the Integrated Telecommunications industry, has been upgraded by the independent financial analyst theScreener with the addition of a star. Its fundamental valuation now shows 4 out of 4 possible stars while its market behaviour can be considered as moderately risky. theScreener believes that the additional star(s) merits the upgrade of its general evaluation to Slightly Positive. As of the analysis date March 15, 2019, the closing price was EUR 42.22 and its potential was estimated at EUR 46.21.
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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