In general, Vestas is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 4.2a, it is proposed to re-appoint Mr. Bert Nordberg as Chairman of the board of directors. Although he is considered independent, ECGS notes that Mr. Nordberg is currently chairing the Company's nomination- and remuneration committee, which is not in accordance with its guidelines. ECGS furthermore notes a lack of female representation (25%) on the board and based on its guidelines the re-election of the chairman of the nomination committee is the most appropriate agenda item to express such concerns. Based on the above, ECGS normally would have recommneded opposition. However, considering that the proxy card does not permit this, it recommends abstention instead. ECGS furthermore has concerns over the aggregate time commitments of Mr. Carsten Bjerg (ITEM 4.2c), proposed new nominee Ms. Eva Berneke (ITEM 4.2d) and Mr. Henrik Andersen (ITEM 4.2f). Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 6, the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company's statutory auditor. In light of the substantial amount of non-audit fees as well as the current term in office of the auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Finally, under ITEM 7.2, the board of directors seeks authorisation to repurchase own shares. Although the requested authority as such meets its guidelines, ECGS notes that the Company uses "per share" performance conditions and does not state whether the impact of these share repurchases will be neutralized. As Vestas has a history of share buybacks, ECGS cannot rule out the possibility that executive compensation has been impacted. ECGS therefore recommends to vote OPPOSE.
Vestas Wind Systems is an industrial machinery and equipment manufacturing company based in Denmark. Co. is engaged in the production of wind turbines. Co.'s main activities comprise development, manufacture, sale, marketing and maintenance of installations that use wind energy to generate electricity. Co. supplies products, from individual turbines to the delivery of turnkey wind power installations globally. Co. supplies guidance services to its customers in connection with the development, financing and ownership of wind turbine projects. Co.'s main customers are utilities and energy companies.
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Une fois de plus, la société est à féliciter en terme de communication puisqu'elle met à dispostion des actionnaires son rapport annuel dans un temps record. Le mandat de Laurence Verdickt arrive à échéance le 8 avril 2019 et n'est pas renouvelé. Le conseil d’administration propose la nomination de Mathilde Yagoubi comme administratrice libre de conflits d'intérêts potentiels qui sera soutenue (résolution 6). Malgré quelques faiblesses en terme de transparence et de structure, les rémunérations des dirigeants mandataires sociaux pour les exercices 2018 et 2019 (résolutions 7 à 9) semblent ac...
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.
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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