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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...

Expert Corporate Governance Service (ECGS)

NN Group - EGM 24 September 2019

In general, NN Group is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. On August 12, 2019, the Company announced that Mr. Lard Friese stepped down as CEO of the Company to become the new CEO of Dutch competitor Aegon. ECGS notes that the sole agenda item of this EGM (ITEM 2) concerns the intended appointment of Mr. David Knibbe as CEO and member of the executive board of NN Group. According to Dutch law and the Company's Articles of Association, shareholders are NOT entitled to vote on such agenda item; it is a discus...

Expert Corporate Governance Service (ECGS)

Teleperformance - AGM 1st October 2019

The General Meeting of shareholders held on May 9, 2019 has authorized the Board of Directors to have the Company repurchase its own shares for a maximum purchase price of €180 per share. The Teleperformance SE share price having reached €180 several times and currently amounts to around €200. It was thus decided to submit a new authorization, under similar terms and conditions to the one approved by the General Meeting held on May 9, 2019, but for a maximum purchase price brought to €250 per share. Considering these features, we recommend approval.

Expert Corporate Governance Service (ECGS)

Colruyt- AGM 25 September 2019

In general, Colruyt is in compliance with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 1, approval is sought for the report of the board of directors. Although the notice for the AGM was published in time, ECGS has concerns over (executive) remuneration and corporate governance at Colruyt. In view of the above, ECGS therefore recommends to vote OPPOSE to the report of the board of directors, since both remuneration and corporate governance are the two main elements of said report. Under ITEM 2, the board of directors seeks appr...

Expert Corporate Governance Service (ECGS)

Diageo - AGM 19 September 2019

Item 2: Approve the Remuneration Report The structure is weighted more towards rewarding long-term performance, but benefits and pension contributions exceed guidelines and accelerated vesting in the event of a change of control is possible. Moreover, actual and potential incentive pay is excessive and awarded amounts are excessive as compared to peers. Item 18: Approve the new Articles of Association Although the Company has provided information on key changes, they have not disclosed the new Articles.

Expert Corporate Governance Service (ECGS)

Auto Trader Group - AGM 19 September 2019

ITEM 4: To re-elect as a director, Ed Williams With the nomination of Catherine Faiers as COO and member of the Board in May 2019, the Board has now an independence rate of 42.8% according to ECGS, which is below our recommendation of 50%. As Chairman of the Nomination Committee, we believe Ed Williams to be directly responsible for this lack of independence.

Expert Corporate Governance Service (ECGS)

Ryanair Holdings - AGM 19 September 2019

Hard Brexit Loss of Voting Rights The Company provides that in the event of a hard or no-deal Brexit, UK shareholders will lose the voting rights of their shares, as the Company must be controlled by EU shareholders at all times to comply with its licences. In the meantime, the Company has applied for a UK Air Operator Certificate which it received in December 2018. Depending on the outcome of Brexit negotiations, there may be no flights, for an unknown period, between the UK and the EU. This may lead to the Company temporarily relocating its UK based aircraft (approximately 22% of its curren...

Expert Corporate Governance Service (ECGS)

Ashtead Group - AGM 10 September 2019

Leadership Changes In May 2019, Geoffrey Drabble, CEO, stepped down from his role. Brendan Horgan, previously COO, was appointed CEO. Item 2: Approve the Remuneration Report The structure is unacceptable. Although it is more weighted toward the long term, the weighting difference is minor. Furthermore, the maximum bonus exceeds guidelines and the quantum is excessive. Accelerated vesting in the event of a change of control is possible and pension contributions exceed guidelines.  Weighting difference is minor. Furthermore, the maximum bonus exceeds guidelines and the quantum is excessive. A...

Expert Corporate Governance Service (ECGS)

Berkeley Group Holdings - AGM 06 September 2019

The Company has paid a dividend in respect of the financial year, however no resolution to approve the distribution has been proposed at the general meeting. Item 2: Approve the New Remuneration policy The company proposes to remove the Bonus Plan for 2019/20. Therefore, variable incentives will solely be based on 2011 awards performance condition of £2 of return required each year for the tranche of options to vest, and £2 of return required each year for any of the ‘banked’ shares to vest. Thus, there will be an insufficient alignment between incentive pay and Company strategy. Moreover, ...

Expert Corporate Governance Service (ECGS)

Merlin Entertainments - 03 September 2019

On 28 June 2019, the Company announced that it has entered into an agreement with Motion Acquisition Ltd pursuant to which Motion Acquisition Ltd will acquire the entire issued and to be issued share capital of the Company, other than the Company shares owned or controlled by Kirkbi. Motion Acquisition Ltd is owned by Kirkbi, a wholly owned subsidiary of KIRKBI A/S, the private holding and investment company of the Kirk Kristiansen family which manages the LEGO brand, private equity giant Blackstone Core Equity Partners and Canadian pension fund CPPIB. The announcement comes just weeks after...

Expert Corporate Governance Service (ECGS)

Tele2 - EGM 22 August 2019

Under ITEM 7, the board of directors seeks approval to distribute an extraordinary dividend of SEK 6.00 per share. Although the proposed extraordinary dividend is covered by the proceeds of the divestment of Tele2’s equity stake in Kazakhtelecom (approx. SEK 1.6 billion), the repayment of the shareholder loan (SEK 2.1 billion) and the merger of the Company’s Dutch operations (SEK 1.9 billion), ECGS has general concerns over Tele2’s profit distribution and dividend policy. ECGS notes that dividends have been uncovered by EPS and/or FCF for five of the past 6 years. In addition, the Company has ...

Expert Corporate Governance Service (ECGS)

Investec Plc, 08 August 2019

The Company operates a dual listed company structure. Standard UK shareholder rights apply to Investec plc shareholders. Investec Ltd is incorporated and listed in South Africa. A Special Voting Share enables the shareholders of Investec plc to vote on the resolutions proposed at meetings of Investec Ltd, and has the equivalent number of votes as the number of ordinary shares in issue of Investec Ltd as at the meeting date.  For this reason, we have provided voting recommendations for those resolutions proposed to Investec Plc shareholders and Investec Ltd shareholders. Leadership The Compan...

Expert Corporate Governance Service (ECGS)

National Grid, 29 July 2019

National Grid locked out over 1,200 United Steelworkers (USW) workers in Massachusetts, USA on June 25, 2018 after their contracts expired and an agreement on issues such as pensions, healthcare and contracted work was not reached. The workers went without pay, and many without healthcare as well, until re - instated in January 2019. The dispute at large was over the change of pension from defined benefit plans to defined contribution and 401(k) plans. The lockout cost the Company £1 million a day. Please see the attached report for further details. The Company is also facing litigation regard...

Expert Corporate Governance Service (ECGS)

Halma, 25 July 2019

Item 3: Approve the Remuneration ReportThe remuneration structure is satisfactory, though accelerated vesting is possible. Potential and actual total variable remuneration exceed guidelines, but not very much. They are moderate in comparison with UK market practice. Overall, the quantum during the year was not excessive. We recommend shareholders vote in favor.

Expert Corporate Governance Service (ECGS)

United Utilities, 26 July 2019

Item 3: Approve the Remuneration Report The structure is weighted more heavily towards short-term performance. One of the performance metrics for the LTI is the payment of sustainable dividends, which is not considered appropriate as executives can potentially influence the payout level. The LTI also includes relative TSR as a performance metric. Nevertheless, the quantum is not excessive and even maximum potential amounts are moderate. On balance, we recommend shareholders vote in favor. Item 4: Approve the Remuneration PolicyThe main concern with the Company's remuneration policy is that pa...

Expert Corporate Governance Service (ECGS)

Experian, 24 July 2019

Item 2: Approve the Remuneration ReportThe remuneration structure is unsatisfactory. The main concern at the Company is that the potential maximum incentive pay including the bonus, matching shares on the deferred portion of the bonus and the LTI amounts to 1000% of base salary, which is considered grossly excessive. Actual incentive pay during the year was1.6 times the ECGS limit. Furthermore, variable remuneration is overly reliant on a single performance metric, benchmark profit before tax. A second performance criteria will be used in the coming year. We note that the Company has adjusted ...

Expert Corporate Governance Service (ECGS)

Vodafone Group, 23 July 2019

Leadership changes Vittorio Colao was succeeded by Nick Read who was appointed Chief Executive Designate on 27 July 2018 and became Chief Executive on 1 October 2018. Margherita Della Valle joined the Board as Chief Financial Officer on 27 July 2018. Item 15: Advisory vote on the Remuneration ReportThe structure is unsatisfactory. The maximum bonus and total incentive pay exceed guidelines. The quantum for the year was excessive. Pay weighted more towards rewarding long-term performance, but there are overlapping performance conditions as free cash flow was used for both the STI and LTI. A b...

Expert Corporate Governance Service (ECGS)

British Land Co, 19 July 2019

Item 2: Approve the Remuneration ReportThe structure is unsatisfactory as the use of qualitative criteria exceeds guidelines and the pension is excessive. Qualitative criteria slightly exceeds ECGS guidelines. There is no disclosure of targets of the metrics for the STI and a bonus was paid though the Company made a loss for the year. A recruitment award was paid during the year. We recommend shareholders oppose. Item 3: Approve the Remuneration PolicyGiven that the pension contribution will be reduced to within ECGS guidelines, the main concern at the Company is the use of qualitative criter...

Expert Corporate Governance Service (ECGS)

Linde, 26 July 2019

The Company was formed in October 2018 by the merger of Linde AG of Germany and Praxair of the United States through an all-stock merger transaction. The new holding company is listed on both the New York Stock Exchange, Frankfurt Stock Exchange and the London Stock Exchange. The new holding company is incorporated in Ireland while its principal governance activities, including board meetings, will primarily be based in the UK.  Items 1a - 1l: Re-elect the Board of Directors The Board of the company is currently comprised of twelve directors, six of whom are former Praxair directors, includin...

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