In general, William Demant Holding ("Demant") is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 5a, it is proposed to re-appoint Mr. Niels B. Christiansen as Chairman of the board of directors. Although Mr. Christiansen is considered independent, ECGS has concerns over his aggregate time commitments. Mr. Christiansen is serving as CEO of Lego A/S (substantial non-listed company), Chairman of the board of directors of William Demant Holding A/S (listed) and non-executive director of AP Moller Maersk A/S (listed), which exceeds ECGS' guidelines. ECGS furthermore notes a lack of female representation (13%) 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. In addition, ECGS notes that Mr. Christiansen is currently chairing the Company's remuneration committee, which is not in accordance with its guidelines either. Based on the above, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 5b, it is proposed to re-appoint Mr. Niels Jacobsen as Vice Chairman of the board of directors. ECGS notes that Mr. Jacobsen was appointed as Vice Chairman of the board immediately after he stepped down as CEO of the Company, which is not in accordance with provision 3.1.5 of the Danish Recommendations on Corporate Governance. Since ECGS believes that companies should strive to comply with local corporate governance codes as a bare minimum, it does not agree with the explanation provided for the deviation. As a consequence, 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 Deloitte as the Company’s statutory auditor. In light of the current term in office of the statutory auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 7c, the board of directors proposes to change the name of the Company to Demant A/S. ECGS has no (major) concerns over this proposal and accordingly recommends to vote FOR.
Finally, under ITEM 7d, the board of directors seeks approval of the Company's remuneration policy. Even though ECGS has no concerns over the proposed amendments, it does not approve of LT incentive plans that do not operate one or more challenging performance conditions. ECGS therefore recommends to vote OPPOSE.
William Demant Holding is a holding company. Through its subsidiaries, Co develops, manufactures and sells products and equipment designed to aid the hearing and communication of individuals. Co. focuses on four areas: Hearing Devices, Diagnostic Instruments, Hearing Implants and Personal Communication. Co.'s hearing devices include Oticon, Bernafon, Sonic, Phonic Ear, and FrontRow. Co.'s Hearing implant consist of Oticon Medical. Co.'s diagnostic instruments include Maico, Interacoustics, Amplivox, Grason-Stadler, MedRx, and Micromedical. Co.'s personal communication consists of Sennheiser Communications.
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In general, William Demant Holding ("Demant") is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 5a, it is proposed to re-appoint Mr. Niels B. Christiansen as Chairman of the board of directors. Although Mr. Christiansen is considered independent, ECGS has concerns over his aggregate time commitments. Mr. Christiansen is serving as CEO of Lego A/S (substantial non-listed company), Chairman of the board of directors of William Demant Holding A/S (listed) and non-executive director of AP Moller Maersk A/S (listed), ...
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.
Rémunérations : La société communique très précisément la nature des critères quantitatifs non financiers, mais elle ne communique ni leurs poids individuels, ni les objectifs qui devaient être atteints, ce qui ne permet pas aux actionnaires d’estimer si les montants attribués au titre de cette part sont bien alignés sur les performances réalisées, et ce alors même que cette part pèse pour 42% du bonus du Directeur Général. Par ailleurs, l’un des critères de performance des actions de performance permet l’acquisition en cas de sous-performance du critère, ce qui n’est pas une pratique acceptab...
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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