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Expert Corporate Governance Service (ECGS)
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Yara International - AGM 07 May 2019

In general, Yara is in compliance with the Norwegian regulations relating to the organisation and procedures of the AGM.

Under ITEM 4.1, the board of directors seeks approval of the Company's remuneration guidelines. The proposed remuneration structure is not in line with ECGS' guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 4.2, the board of directors seeks approval of a share-based incentive plan. In view of the low level of transparency, specifically regarding the performance conditions applicable to the incentive plan, ECGS recommends to vote OPPOSE.

Under ITEM 5, approval is sought for the Company's report on corporate governance. ECGS notes that Yara reports one deviation of the Norwegian Code of Practice for Corporate Governance which relates to the bundled election of the board of directors. Since ECGS considers it to be best practice for directors to be elected on an individual basis, it does not approve of the proposed deviation. Therefore, ECGS recommends to vote OPPOSE.

Under ITEM 6, the board of directors seeks approval of the auditor's remuneration. In view of the current term in office of the auditor, ECGS recommends to vote OPPOSE.

Finally, under ITEM 10, the nomination committee proposes to appoint 3 new members to the board of directors. As ECGS has concerns over the aggregate time commitments of no less than 2 of the 3 proposed new nominees, it recommends to vote OPPOSE.

Underlying
Yara International ASA

Yara International is a holding company. Through its subsidiaries, Co. converts energy, natural minerals and nitrogen from the air into products for farmers and industrial customers. Co. provides mineral fertilizers, industrial products and environmental products and services to its customers. Its mineral fertilizer portfolio, sold as five main brands (YaraMila, YaraLiva, YaraVita, YaraBela, YaraVera) represents a range of crop nutrients. Its industrial portfolio contains a range of nitrogen chemicals as well as CO2 and dry ice. Its environmental product and services reduce NOx emissions, control unpleasant odor, prevent toxic gases, avoid corrosion and improve water quality.

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.

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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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