In general, Wärtsilä is in compliance with the Finnish regulations relating the organisation and procedures of the Annual General Meeting.
Under ITEM 13, the (re-)election of the board of directors is proposed. The independence ratio on the board will under normal circumstances be 37.5%, indicating that there is insufficient independent representation on the board. In addition, ECGS notes that there are only two women serving on the board, which is below its threshold regarding gender diversity. ECGS furthermore notes that board Chairman, Mr. Lilius, is currently chairing the remuneration committee, which is not in accordance with its guidelines either. Based on these concerns, ECGS recommends to vote OPPOSE.
Under ITEM 17, 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 9.63% 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.
Wartsila provides lifecycle power solutions for the marine and energy markets. Co.'s operations can be divided into three segments: Power Plants, in which Co. is a supplier of flexible baseload power plants of up to 600 MW operating on various gaseous and liquid fuels; Ship Power, in which Co. is a provider of products and integrated solutions such as medium-speed diesel and gas engines, low-speed engines, propulsion systems and gears, and seals and bearings; as well as Services, in which Co. supports its customers throughout the life cycle of their installations and provides services including spare parts to operational and maintenance service for both the energy and marine markets.
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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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