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Expert Corporate Governance Service (ECGS)

London Stock Exchange - EGM 26 November 2019

London Stock Exchange Group (LSEG) called the general meeting to approve an acquisition of Refinitiv in an all-share transaction for a total enterprise value of US$27bn. After the transaction, Refinitiv shareholders will hold 37% of LSEG share capital but less than 30% of the total voting rights. The company proposes to create a new class of shares - limited-voting ordinary shares giving 1/10 of voting rights. Thus, the Refinitiv shareholders are not obliged to propose a takeover bid. Refinitiv shareholders form a consortium including certain investment funds affiliated with Blackstone, such ...

Expert Corporate Governance Service (ECGS)

Chr. Hansen - AGM 27 November 2019

In general, Chr. Hansen is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 6a it is proposed to re-appoint Ms. Dominique Reiniche as Chairman of the board of directors. Although she is considered independent, ECGS has concerns over her aggregate time commitments. Ms. Reiniche is serving as chairman of the board of directors of Chr. Hansen Holding A/S (listed) and Eurostar International Limited (substantial non-listed company) and non-executive director of Severn Trent plc and Mondi plc (both listed), which exceeds...

Expert Corporate Governance Service (ECGS)

Telia Company - EGM 26 November 2019

On October 20, 2019, the board of directors of Telia Company received a request from its major shareholder, the Swedish state, to call for an EGM regarding the election of a new board member and board chair that will take over from the current chair Ms. Marie Ehrling. The nomination committee has endeavoured to find a chair who, with a strong commercial drive and experience from the telecommunications sector, can lead the work of the board of directors. Taking into account the competencies and experiences needed in the future, the owner representatives of the nomination committee have decided...

Expert Corporate Governance Service (ECGS)

Ferguson - AGM 21 November 2019

Board changes: The CEO, John Martin, will step down on 19 November 2019 when he will be succeeded by Kevin Murphy, currently Chief Executive Officer USA. For the new CEO, Ferguson amend and proposes to vote a new remuneration policy with increased incentive caps (up to 700% of the base salary from the previous 500%). The Board Chairman, Gareth Davis, is also leaving his chair at the AGM and the Board in January 2020. Geoffrey Drabble, former chief executive of Ashtead Group, is a successor. Finally, Darren Shapland is also stepping down as a Non-Executive Director and Chairman of the Audit ...

Expert Corporate Governance Service (ECGS)

Smiths Group - AGM 13 November 2019

The group plans to demerge Smiths Medical by the end of the first half of CY2020 to create two stronger industry-leading companies with distinct strategies and focus. Item 2: the remuneration policy received high shareholder dissent at the 2018 AGM: 16.9% of the vote cast against and 8.1% abstained. The remuneration report had lower contestation: 5.5% against and 10% abstain. Several improvements are made based on feedback from major investors and shareholders. Elections to the Board: the board's key committees all consist of all non-executive directors with one exception. This is a very par...

Expert Corporate Governance Service (ECGS)

Eutelsat Communications - AGM 7 November 2019

The mandates of John Birt and Jean d’Arthuys will expire at the end of this Annual General Meeting, and Carole Piwnica resigned. Hence, the board of Directors will comprise 10 members (previously 12) with a majority of independent members (independence rate: 60%). The board of Directors seeks shareholder approval of the election of Cynthia Gordon (ITEM 5) and the re-election of Ana Garcia Fau (ITEM 6). Given the independence rate and the fact that the two Directors do not hold an excessive number of mandates, ECGS recommends to APPROVE.Under ITEMS 8, 9, 10, 12 and 13 : the Board of Directors s...

Expert Corporate Governance Service (ECGS)

Altice Europe NV- EGM 06 November 2019

In general, Altice Europe is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 2 approval is sought for a change of auditor. Although ECGS favours a regular change of auditor, it considers the proposed change insufficiently motivated in view of the specific circumstances at Altice Europe (see analysis). Accordingly, ECGS recommends to vote OPPOSE.

Expert Corporate Governance Service (ECGS)

Pernod Ricard- AGM 8 November 2019

ITEMS 6 and 7: On December 2018, Elliott announced holding 2.5% of the capital of Pernod Ricard and, among other things, was asking for an improvement of the Group’s governance. Since their announcement, the following changes happened: Patricia Barbizet, Chairwoman of the French High Committee of Governance (“Haut Comité de Gouvernement d’Entreprise”) became Lead Independent Director in January 2019 The company proposes the election of 2 independent directors to this 2019 AGM. These elections allow for a better independence rate of the Board and allow for a decrease of the overrepresentati...

Expert Corporate Governance Service (ECGS)

WPP PLC - EGM 24 October 2019

Disposal of 60% of Kantar business is tabled to vote. This is the biggest step in the WPP reorganisation announced at the end of 2018. The CEO Mark Read, Sir Martin Sorrell’s successor, set out a three-year plan of “radical evolution” to return the business to growth, aiming a new WPP as a leader in creativity and technology. Part of this broad restructuring, WPP has simplified its businesses, sold off companies (according to FT, more than 30 subsidiaries for a total of almost £900m), cutting 3,500 jobs worldwide. After the deal, Kantar will be held 60% by Bain Capital (indirectly) and 40% by ...

Expert Corporate Governance Service (ECGS)

Metso - EGM 29 October 2019

In general, Metso is in compliance with the Finnish regulations relating to the organisation and procedures of the Extraordinary General Meeting.Under ITEM 6, the board of directors seeks approval of a partial demerger of Metso. Pursuant to the proposal, it is proposed to carve out the Company's Minerals business (through a partial demerger) and to combine it with the businesses of Finland-based Outotec Oyj ("Outotec"). As a result of the partial demerger, Metso¶s current Flow Control business will become the continuing business of the currently listed Metso, which will be subsequently renamed...

Expert Corporate Governance Service (ECGS)

ASR Nederland - EGM 30 October 2019

In general, ASR Nederland is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting.Under ITEM 2a, the supervisory board gives notice of its intention to appoint Ms. Ingrid de Graaf-de Swart as member of the Company's executive board for a period of 4 years. ECGS notes that according to Dutch law and the Company's Articles of Association, shareholders are NOT entitled to vote on this agenda item. Shareholders will have the opportunity though to ask questions or make remarks with respect to this agenda item during the meeting.Un...

Expert Corporate Governance Service (ECGS)

Mediobanca - AGM 28 October 2019

In item 2.a, shareholders are called to a binding vote on the compensation policy adopted by Mediobanca for the executive Directors and other executives with strategic responsibilities. The Bank has announced that a long-term incentive plan will be approved after the presentation of the 2019-2023 Strategic Plan, on November 12th. The incentive will depend on a 5-year performance period and capped at the equivalent of 200% of executive Directors' base salary (or 40% on an average annual basis). The performance conditions will be disclosed at the presentation of the Strategic Plan. The aggregate...

Expert Corporate Governance Service (ECGS)

BHP Group Plc - 17 October 2019

The Company operates as a Dual Listed Company (DLC). BHP Group plc is incorporated and listed in the UK while BHP Group Ltd is incorporated and listed in Australia. There are two external shareholder resolutions led by the Australasian Centre for Corporate Responsibility (ACCR). Co-filers of the resolutions are Australia’s Vision Super, the Netherlands’ ACTIAM, Denmark’s MP Pension and the Church of England Pensions. This proposal calls the BHP Group to suspend its membership of industry associations whose lobbying activities are not in line with the goals of the Paris Climate and, thus, with ...

Expert Corporate Governance Service (ECGS)

Barratt Developments - AGM 16 October 2019

The Board composed of eight Directors comprises three executives. All independent non-executive Directors are members of the main special committees, Audit, Remuneration, and Nomination. We consider that the Company should consider increasing the number of independent Directors to share their work in the committees. We also appreciate that Sharon White is stepping down from her executive position which will allow dedicating more time to the company. The proposed agenda of this AGM is routine for the UK market. We recommend approval of all the proposal with one exception: the short notice perio...

Expert Corporate Governance Service (ECGS)

SNAM - EGM 23 October 2019

Italian Law n. 120/2011 introduced a temporary minimum representation (33%) of each gender within all Boards of Italian listed companies. The legal requirements expired at the Snam's Board election of April 2019. In item 1 (extraordinary business), the Board of Directors proposes to amend the Company's Bylaws by introducing the statutory requirement that each gender shall represent at least one third of the members of the corporate bodies (Board of Directors and Board of Statutory Auditors), even after the expiration of legal requirements. We recommend to vote FOR.In item 2 (ordinary business)...

Expert Corporate Governance Service (ECGS)

Prudential PLC - EGM 15 October 2019

The proposed demerger seeks to separate the UK and Europe business from the rest of the group, while Prudential plc is going to focus on its market-leading businesses in Asia and the US. We agree with the company’s rational that Prudential Business and the M&G Business are distinct, with divergent market opportunities and strategies, offering different profiles of risk and reward. After the split, each entity will have more control over its business strategy and capital allocation. Despite the high cost of the spin-off, we consider that the approval of the proposed demerger is in the strategic...

Expert Corporate Governance Service (ECGS)

Hargreaves Lansdown - AGM 10 October 2019

Hargreaves Lansdown (HL) plc offers a direct to investor investment service. One of the company’s Wealth 50 recommended funds – LF Woodford Equity Income was suspended in June 2019 after becoming overwhelmed by customer withdrawals. This has left £1.6bn of HL’ client investments trapped until at least December (1.7% of Hargreaves Lansdown’s total Assets Under Administration). Around one out of four HL’ customers is affected. The company waived fees for nearly 300,000 customers locked into Woodford’s suspended fund which will cost more than £2m in revenues. The Executives decided to give up t...

Expert Corporate Governance Service (ECGS)

Colruyt- EGM 10 October 2019

In general, Colruyt is in compliance with the Belgian regulations relating to the organisation and procedures of an Extraordinary General Meeting. Under ITEM I.3, the board of directors seeks authorisation to increase the Company's share capital to issue shares to its employees. As a matter of principle, ECGS generally favours employee stock ownership plans since such plans help to align the interests of employees with those of their companies. However, since the authority requested is not conform to its guidelines, ECGS recommends to vote OPPOSE. In ECGS' view, ITEMS I.4 - I.8 are enabling ...

Expert Corporate Governance Service (ECGS)

Biocartis - AGM 27 September 2019

On 9 May 2019, the Company issued convertible bonds for a total principal amount of EUR 150 million. The sole agenda item relates to the proposed approval and ratification, in accordance with Article 556 of the Belgian Companies Code, of conditions of the convertible bonds in case of a change of control. These are standard provisions and they are in line with the market practice. Hence, we see no reason for shareholder concern and recommend to approve.

Expert Corporate Governance Service (ECGS)

Hella GmbH & Co. KGaA - AGM 27 September 2019

General: Hella is a leading automotive supplier with over 125 locations in some 35 countries. In financial year 2018/2019, the Company generated sales of EUR 7.0bn with around 39,000 employees. Hella specialises in innovative lighting systems and vehicle electronics in its segments Automotive and Aftermarket. Furthermore, in its Special Applications segment, Hella develops, manufactures and sells lighting and electronic products for specialist vehicles. As of 31 May 2019, a total of 60.00% of the Company's shares were covered by a pool agreement of family shareholders. A total of 62 members o...

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