Mr Lemoine, who chaired the Management Board for 9 years, left as of December 231st 2017. He was replaced by André François-Poncet.
Following his departure he received a severance amounting to €5,418,000, which is excessive.
Performance shares and stock options that were granted to him in 2017 were cancelled. However, the company did not prorate the non-yet vested performance shares and options that were granted to him previously.
Regarding the 2018 remuneration policy of the Management Board Member and Chairman, we appreciate that performance measurement period is now over 3 years for the performance shares. However, we regret that this improvement was not made for the options.
Finally, at the end of this 2018 AGM, the Chairman of the Board, François de Wendel will leave his position, as well as Ms Dominique Hériard-Dubreuil, Vice-Chairman. They will be replaced by Nicolas ver Hulst and Gervais Pellissier respectively.
Wendel is an investment company specializing in acquiring long-term holdings in industrial and services companies. Co.'s activities can be divided into six main divisions. Through Bureau Veritas, Co. provides conformity assessment services and certification. Through Stahl, Co. is engaged in high performance coatings and leather finishing products. Through Saint-Gobain, Co. manufactures, transforms and distributes construction materials. Through Legrand, Co. specializes in electrical and digital building infrastructures. Through Deutsch, Co. provides high-performance connectors. Through Materis, Co. provides specialty chemicals for construction.
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We are downgrading Vivendi to Neutral vs Buy (target price unchanged at € 26.2) and we recommend taking positions on Bolloré (Buy, target price of € 5 vs € 4.8). Vivendi’s share price implicitly values UMG at more than € 23bn, offering limited potential for a pleasant surprise at the time of the sale of part of the subsidiary’s capital. In contrast, Bolloré seems to offer greater upside: 1/ the outlook for Bolloré Transport & Logistics looks particularly bright out to 2021, buoyed by ...
>NAV affected by the market in Q4 - Wendel’s NAV at 31/12/2018 showed a marked decline (-16.4% versus 31/12/2017), mainly affected by its listed stakes and the fall in market multiples for its unlisted stakes. Nevertheless, it should be pointed out that relative to November 2018, NAV is up +1.6%. In detail, and relative to 31 December 2017, it is mainly the listed stakes (Saint-Gobain and Bureau Veritas) that have suffered, with their valuation falling from € 4.7bn to...
In general, Lundbergforetagen 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. Although there is just sufficient independent representation on the board, ECGS notes that the number of executives (3) sitting on the board is NOT in accordance with provision 4.3 of the Swedish Corporate Governance Code. Aforementioned provision stipulates that no more than one (1) member of the board may be a member of the executive management. Based on the abov...
Merger with Hewlett Packard Enterprise, Profit Warning and Sale of SUSE Business On September 2016, the Company entered into a definitive agreement with Hewlett Packard Enterprise (HPE) on the terms of a transaction which provided for the combination of HPEns software business segment with the Company by way of a merger. The transaction was valued at $8.8bn. On March 2018, the Company issued a profit warning arguing that its revenues declined more than expected due to problems stemming from its acquisition of Hewlett Packard. On 22 March 2018, Hsu resigned from his position of CEO min order to...
La documentation relative aux conventions réglementées n’a pas été disponible dans les délais légaux, la société ayant publié le document contenant le rapport spécial des commissaires aux comptes sur les conventions réglementées 20 jours avant la date de l’assemblée générale. Par ailleurs, on notera que la société propose un renouvellement en bloc de ses admnistrateurs, pratique inacceptable ayant disparu conformément à la recommandation 13.2 du Code AFEP-MEDEF. La société justifie cette dérogation au code par une nécessité d'assurer la stabilité de ses organes de contrôle dans le temps et le...
ITEM 9: the company still refuses to disclose the individual remuneration amounts of its executives while it complies with some governance rules for companies listed in Paris (where the majority of its Fiduciary Deposit Receipts, "FDR", are traded). It is not understandable that a company, aware of the French practices and applying some of them, deliberately chooses to ignore some of the basic fair governance and fair disclosure principles. However, we note that the Shareholders Rights Directive II ("SRD II") must be transposed by June 2019. SRD II states "Member States shall ensure that the...
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