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Expert Corporate Governance Service (ECGS)
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Veoneer - AGM 08 May 2019

Veoneer is a company headquartered in Stockholm, Sweden, and incorporated in the State of Delaware, USA. It was spun-off from Autoliv Inc in June 2018. In general, Veoneer is in compliance with the regulations of Delaware relating to the organization and procedures of the Annual General Meeting.

Under ITEM 2, shareholders are called to an advisory vote on the executive compensation. ECGS strongly regrets that 25% of the long-term incentive does not depend on any performance conditions and the policy specifically allows accelerated vesting of long-term incentives in the event of a change in control of the Company. Also taking into account that termination payments may substantially exceed the market practice in Sweden, ECGS recommends to vote OPPOSE.

Under ITEM 4, the Board asks for an advisory vote on whether to maintain staggered elections of Directors. Although staggered elections may allow continuity and encourage long-term approach of Directors, they may represent an anti-takeover defence, because a hostile bidder would need at least 2 AGMs to gain the control of the Board. Furthermore, the elimination of the classified Board structure would allow shareholders to evaluate Directors on an annual basis. Therefore, ECGS recommends to vote OPPOSE.

Under ITEM 5, the Board asks for an advisory vote on whether to retain the Delaware exclusive forum in Veoneer's Certificate of Incorporation. As the elimination of the exclusive forum provision would allow shareholders to choose the forum in which to assert claims of wrongdoing, ECGS recommends to vote OPPOSE.

Under ITEM 6, the Board proposes to re-appoint Ernst & Young as external auditor. Although the level of fees does not give rise to concerns, EY has been the auditor of the former parent company Autoliv for the last 34 years. As concerns may arise over the long-standing relationship between the auditor and the management of the Company, ECGS recommends to vote OPPOSE.

Underlying
Veoneer

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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Expert Corporate Governance Service (ECGS)

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