Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

William Dermant Holding - March, 19 2019

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 5e, it is proposed to re-appoint Mr. Lars Rasmussen. In light of concerns over aggregate time commitments, 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.

Underlying
Demant

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.

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.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
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  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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