In general, UPM Kymmene ("UPM") is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 14, the audit commitee proposes to re-appoint PricewaterhouseCoopers as the Company's statutory auditor. ECGS notes that the current auditor has been in office for 23 years, which exceeds its guidelines. In line with EU regulation, ECGS recommends a term of maximum 20 years (10 + 10 years, if a tender is undertaken). In view of the above, ECGS recommends to vote OPPOSE.
Under ITEM 15, the board of directors seeks authority to issue shares. The authorisation will remain in effect for 3 years and the board shall be entitled to waive shareholders' pre-emptive rights. In aggregate, the authority requested is limited to 4.69% of the Company's share capital and as such would meet ECGS' guidelines. However, ECGS notes that the authorisation includes the possibility to issue shares to the Company itself without consideration. ECGS is not in favour of general authorisations to issue shares (to the Company) without payment and only approves such a proposal when there is a weighty specific reason to do so and it is in the best interest of all shareholders. As it is currently unclear what these future conditions will be, ECGS does not consider this proposal in the best interest of all shareholders and therefore recommends to vote OPPOSE.
The are no further peculiarities.
UPM-Kymmene is a global paper and forest products group, mainly engaged in the production of paper, with an emphasis on the manufacture and sale of printing and writing papers. Co.'s operations comprise of these segments: UPM Biorefining, UPM Energy, UPM Raflatac, UPM Paper Asia, UPM Paper ENA, UPM Plywood and Other. UPM Biocomposites, UPM Biochemicals business units and Group services are reported in Other operations. Co.'s activities are centred in European Union countries, North and South America and Asia with production plants in 13 countries.
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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...
UPM-KYMMENE OYJ (FI), a company active in the Paper industry, is favoured by a more supportive environment. The independent financial analyst theScreener has confirmed the fundamental rating of the title, which shows 3 out of 4 stars, as well as its unchanged, moderately risky market behaviour. The title leverages a more favourable environment and raises its general evaluation to Slightly Positive. As of the analysis date February 1, 2019, the closing price was EUR 25.94 and its potential was estimated at EUR 27.59.
In general, Essity is in compliance with the Swedish regulations relating to the organisation and procedures of the AGM. Under ITEMS 12.1-12.9, 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 12.2) and Ms. Annemarie Gardshol (ITEM 12.4). Under ITEM 13, the nomination committee proposes to re-appoint Mr. Pär Boman as Chairman of the board of directors. As already mentioned above, ECGS has various concerns over his re-appointment and therefore does not suppo...
In general, Elisa Corporation ("Elisa") is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 13, approval is sought for the remuneration of the auditor. As non-audit fees paid are greater than 50% of the audit fee on a three-year aggregate basis, ECGS recommends to vote OPPPOSE. Under ITEM 14, the board of directors proposes to re-appoint KPMG as the Company's statutory auditor. ECGS notes that the current auditor has been in office for 15 years and there is no disclosure to suggest that the current mandate has be...
In general, Hexagon is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 12, approval is sought for the (re-)election of the board of directors and the statutory auditor. Since ECGS does not approve of the (proposed) composition of the board of directors as well as the current term in office of the statutory auditor it recommends to vote OPPOSE. Under ITEM 13, it is proposed to establish a(n) (external) nomination committee. Like several institutional investors, ECGS has concerns over the bundled form under which...
In general, Husqvarna is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 10, the nomination committee proposes to increase the remuneration of the board of directors by around 6%. 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 Husqvarna 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 11a(1)-11a(8), th...
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