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Expert Corporate Governance Service (ECGS)

Whitbread - EGM 06 December 2019

The general meeting is called to approve a new remuneration policy (Item 1) and a restricted share plan (Item 2). Summary of key changes: New restricted share plan: the award will not be subject to performance conditions but to performance underpin. The maximum restricted share award reduced to 125% (110% for Finance Director and Human Resources Director) of base salary. Increase of the annual short term incentive up to 200% of base salary (in exceptional circumstances). Reduced pension from 25% to 15% within the next three years. Increased shareholding requirement and introduction of...

Expert Corporate Governance Service (ECGS)

ABN AMRO - EGM 17 December 2019

In general, ABN AMRO is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting.  Under ITEM 2c (iv), it is proposed to newly appoint Ms. Laetitia Griffith as Member of the supervisory board for a 4-year period. Based on the available information, Ms. Griffith would qualify as independent board member in accordance with provision 2.1.8 of the Dutch Corporate Governance Code. ECGS has no concerns over her appointment and accordingly recommends to vote FOR.

Expert Corporate Governance Service (ECGS)

Associated British Foods - AGM 06 December 2019

ABF proposes several amendments to its remuneration policy (Item 3). The new provisions of the UK Corporate governance code claim for alignment of executive and all employee pension benefits.  The Company does not comply: the pension is only cut for new joiners. Mr. G. Weston, the CEO, continue benefiting from an extremely generous defined benefit plan aiming to offer 2/3 of pensionable pay at retirement. Moreover, we note that remuneration outcomes vary largely during the last 10 years confirming a weak alignment between executive remuneration and value creation.  Finally, the base salary i...

Expert Corporate Governance Service (ECGS)

Coloplast - AGM 05 December 2019

In general, Coloplast is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEMS 4 and 5.2 the board of directors  seeks approval for the Company's remuneration report (ITEM 4) and remuneration policy (ITEM 5.2). Although ECGS strongly welcomes the first separate remuneration report, Coloplast's remuneration structure is NOT considered to be in line with its guidelines. Accordingly, ECGS recommends to vote OPPOSE to both agenda items. Under ITEM 6.1 it is proposed to (re-)appoint Mr. Lars Søren Rasmussen as Chairman of ...

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)

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...

Jehanne Leroy

Pernod Ricard- Assemblée Générale des actionnaires du 8 novembre 2019

GOUVERNANCE Depuis l’arrivée du fonds activiste Elliott au capital de la société, les changements suivants ont été faits en termes de gouvernance : - Patricia Barbizet, Présidente du Haut Comité de Gouvernement d’Entreprise, a été nommée Administratrice référente en janvier 2019- La société propose à la présente assemblée la nomination de 2 administrateurs indépendants, ce qui aura pour effet de porter le taux d’indépendance à près de 43% selon Proxinvest (contre 36% l’an dernier).- Ces nominations ont également pour effet de faire baisser légèrement la surreprésentation du Concert au conseil...

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...

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