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Jehanne Leroy

Covivio, 17 Avril 2019

Rémunérations : La société communique très précisément la nature des critères quantitatifs non financiers, mais elle ne communique ni leurs poids individuels, ni les objectifs qui devaient être atteints, ce qui ne permet pas aux actionnaires d’estimer si les montants attribués au titre de cette part sont bien alignés sur les performances réalisées, et ce alors même que cette part pèse pour 42% du bonus du Directeur Général. Par ailleurs, l’un des critères de performance des actions de performance permet l’acquisition en cas de sous-performance du critère, ce qui n’est pas une pratique acceptab...

Jehanne Leroy

Gecina, 17 Avril 2019

La communication de la société sur les éléments de rémunération attribuée à Méka Brunel est très bonne et permet à l’actionnaire de bien comprendre les montants attribués. De plus, la structure de la rémunération 2018 respecte la structure préconisée par Proxinvest. Enfin, les montants en jeu sont tout à fait acceptables. Cependant, l’un des critères des actions de performance attribuées au titre de 2018 n’est mesuré que sur 2,5 années, ce qui ne respecte ni la pratique de la place, ni nos préconisations. De plus, l’autre critère utilisé permet l’acquisition en cas de sous-performance (ce qui ...

Jehanne Leroy

Klépierre, 16 Avril 2019

En termes de gouvernance, la société Klépierre est à saluer. Cela s'explique notamment par la séparation des fonctions de Président du Conseil et celui du Directoire. Aussi, la société jouit d'un bon taux d'indépendance du Conseil (55,56%). Concernant les rémunérations attribuées en 2018 et attribuables en 2019, le seul changement proposé concerne l’augmentation du fixe. Si cette hausse porte le fixe à des montants acceptables, les conséquences de cet écart ne le sont pas. En effet la société n’a pas modifié la structure de la rémunération variable à court et à moyen terme : cette hausse en ...

Expert Corporate Governance Service (ECGS)

Jeronimo Martins SGPS April 11th, 2019

In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...

Expert Corporate Governance Service (ECGS)

CNH Industrial April 12, 2019

We have serious concerns over the CNH Industrial's corporate governance, as it does not respect the "one share rone vote" principle: all shareholders that have registered their shares for more than 3 years are entitled to receive an additional voting right. The major shareholder Exor (41.7% of votes with 26.9% of shares) holds 92.6% of special voting shares. Concerns also arise over the composition of the Board, as the Chairperson holds executive powers, the Senior Non-Executive Director is not independent as per our guidelines, having collected more than 12 years of association with the Group...

Expert Corporate Governance Service (ECGS)

Telia Company April 10th, 2019

In general, Telia Company ("Telia") is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEMS 12.1-12.8, the (re-)election of the board of directors is proposed.  Under ITEM 12.2, the nomination committee proposed to newly appoint Mr. Rickard Gustafson as Member of the board of directors. In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE. Under ITEM 12.3, the nomination committee proposes to re-appoint Mr. Olli-Pekka Kallasvuo as Member of the board of directors. ECGS is not in favour...

Expert Corporate Governance Service (ECGS)

Ahold Delhaize April 10th, 2019

In general, Ahold Delhaize is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 9, it is proposed to newly appoint Ms. Katie Doyle as Member of the supervisory board. Although she is considered independent, ECGS has concerns over her aggregate time commitments. Ms. Doyle is currently already serving as CEO of Swanson Health Products (substantial non-listed company) and non-executive director of Bernis Company Inc. (listed). Taking into account her proposed appointment at Ahold Delhaize (listed), the number of mandate...

Expert Corporate Governance Service (ECGS)

Lundbergföretagen April 03th, 2019

In general, Lundbergforetagen is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 12, approval is sought for the re-election of the board of directors. Although there is just sufficient independent representation on the board, ECGS notes that the number of executives (3) sitting on the board is NOT in accordance with provision 4.3 of the Swedish Corporate Governance Code. Aforementioned provision stipulates that no more than one (1) member of the board may be a member of the executive management. Based on the abov...

Elisa April 03th, 2019

In general, Elisa Corporation ("Elisa") is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 13, approval is sought for the remuneration of the auditor. As non-audit fees paid are greater than 50% of the audit fee on a three-year aggregate basis, ECGS recommends to vote OPPPOSE. Under ITEM 14, the board of directors proposes to re-appoint KPMG as the Company's statutory auditor. ECGS notes that the current auditor has been in office for 15 years and there is no disclosure to suggest that the current mandate has be...

Volvo April 03th, 2019

In general, Volvo is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEMS 14.1-14.10, the (re-)election of the board of directors is proposed.In light of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Ms. Martina Merz (ITEM 14.7). Under ITEM 18, the board of directors seeks approval of the Company's executive remuneration guidelines. Although no (material) changes are proposed, ECGS is missing an actual LT component (with a performance measurement period of at least...

Caixa Bank April 04th, 2019

In item 5.1, the Board proposes to reduce the number of members from 18 to 16, by not fulfilling the vacancies created by the end of the mandate of 2 independent Directors. We strongly regret that the Board size is achieved through a lower independent representation. As we have concerns over the lack of independence (44%) and the excessive representation of major shareholders (50% of Directors with 40.6% of the share capital through a shareholders' agreement) on the Board, we recommend opposition. Due to our concerns over the composition of the Board, we also recommend that shareholders oppos...

Ferrovial April 04th, 2019

As we have concerns over the lack of independent representation on the Board of Directors (42% as per our guidelines and 50% according to the Company), we recommend opposing the reappointment of the members of the del Pino family (on aggregate holding 35.7%) in items 5.1, 5.5 and 5.8. We also recommend opposing the reappointment of the non-independent Directors Mr. Santiago Bergareche Busquet (item 5.2) and Mr. Joaquín Ayuso García (item 5.3), as well as Mr. José Fernando Sánchez-Junco Mans (item 5.7), who is independent according to the Company but has collected more than 12 years of associat...

AENA April 09th, 2019

We have serious concerns over the lack of independent representation on the Board (40% according to the Company but 33% as per our guidelines) and the excessive influence of the Spanish State on the management of Aena (67% of Board members have or have had significant relationships with Spanish political institutions). Also taking into account that the Chair and CEO positions are combined, we recommend that shareholders oppose the ratification of the appointment of the Chairman-CEO Mr. Maurici Lucena Betriu as executive Director (item 7.1). Due to our concerns over the composition of the Boar...

Airbus Group April 10th, 2019

ITEM 6: the company proposes to amend the CEO remuneration policy regarding its indemnity and non-compete clause (applicable for the new CEO, not for Tom Enders). These amendments will, mainly, allow limiting amounts that could be granted, which we welcome. However, we regret that the company did not make any change in the supplementary pension plan as it is very generous (we remind that for Tom Enders, as of 31 December 2018,the defined benefit obligation amounts to € 26.3 M vs € 21.2 M at the end of 2017).  We note that Tom Enders will not receive any severance payment and no LTI was grante...

Kesko April 08th, 2019

In general, Kesko is in compliance with the Finnish regulations relating to the organization and procedures of the Annual General Meeting. Under ITEM 9, the Board of Directors proposes to distribute a dividend of EUR 2.34 per share, +6.4% as compared with 2017 despite a 38.0% decline in consolidated net income. The proposed dividend distribution is not fully covered by consolidated net earnings or free cash flow. However, it should be noted that cash flow from operations significantly increased in 2018, by 49.7%, and the reduction in consolidated net income was mainly due to extraordinary tra...

MTU Aero Engines April 11th, 2019

General: MTU Aero Engines is Germany’s leading engine manufacturer, with core competencies in low-pressure turbines, high-pressure compressors, turbine center frames, manufacturing processes and repair techniques. The Company plays a key role in the new engine market through its partnership in many international development, manufacturing and sales programmes, to which it contributes its high-tech components. One third of the global fleet of passenger airliners relies on components supplied by MTU Aero Engines. The Company is also one of the world’s top 5 providers of maintenance services for ...

Electrolux April 10th, 2019

In general, Electrolux is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 15, the board of directors seeks approval of the Company's executive remuneration guidelines. Although no (material) changes are proposed, ECGS is missing an actual LT component (with a performance measurement period of at least 3 years) under the guidelines. ECGS therefore recommends to vote OPPOSE.  Under ITEM 16, the board of directors seeks approval of a LT incentive plan. In light of an  insufficiently long performance period (of only...

Copenhagen Airport April 10th, 2019

In general, Copenhagen Airport ("CPH") is in compliance with the Danish regulations relating to organisation and procedures of the Annual General Meeting. Under ITEM 4, the Board of Directors proposes to distribute a total dividend of DKK 140.83 per share, corresponding to 100% of EPS. ECGS notes that over the past 6 years 100% of net income has been distributed to the Company's shareholders, and dividend distributions were not fully covered by Free Cash Flow. In ECGS' view this is not a sustainable dividend policy and it therefore recommends to vote OPPOSE. Under ITEM 5.a, it is proposed to...

Expert Corporate Governance Service (ECGS)

Hexagon

In general, Hexagon is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 12, approval is sought for the (re-)election of the board of directors and the statutory auditor. Since ECGS does not approve of the (proposed) composition of the board of directors as well as the current term in office of the statutory auditor it recommends to vote OPPOSE. Under ITEM 13, it is proposed to establish a(n) (external) nomination committee. Like several  institutional investors, ECGS has concerns over the bundled form under which...

Expert Corporate Governance Service (ECGS)

Nokian Tyres April 09th, 2019

In general, Nokian Tyres is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 12, the (re-)election of the board of directors is proposed. Although there is sufficient independent representation on the board, ECGS has concerns over the level of female representation on the board (25%) and the aggregate time commitments of no less than 3 directors: Messrs. Kari Jordan, Pekka Vauramo and Petteri Walldén. Based on the above concerns, ECGS recommends to vote OPPOSE. Under ITEM 13, the audit committee of the board of d...

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