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 granted for 2018 or 2019. However, his non-compete clause is generous (€3.2 M) and it seems that the company may not apply any prorate on ongoing plans (considering a share price of €99/share as of 31/01/19, provided that performance conditions are met and that plans fully vest, the total value of this ongoing plans is estimated to be €7.3 M).
In this same Item 6, the company also proposes to amend the non-executive board members remuneration policy by granting them additional fees. Nevertheless, we note that the 2018 global amount granted is the highest amount granted in the CAC 40 and it did not prevent the board from having a poor track record, mainly regarding its lack of prevention of corruption practices within the group. Therefore, granting them additional fees does not seem acceptable and we do not support Item 6.
ITEMS 4 and 5: The Company is currently under investigations by the Parquet National Financier (France), the Serious Fraud Office (UK) and the Department of Justice (USA) (/content/aa1f65a8-0448-11e9-99df-6183d3002ee1), which may lead to material fines and impact significantly the company’s value. Shareholders should be able to use any legal recourse they can and, thus, they should not grant any discharge of liability. Thus, we do not support items 4 and 5.
Airbus is an European Aeronautic Defense and Space company whose core business is the manufacturing of commercial aircraft, civil and military helicopters, commercial space launch vehicles, missiles, military aircraft, satellites and defense systems and defense electronics and the rendering of services related to these activities. Co. organizes its businesses into the following five operating divisions: Airbus Commercial, Airbus Military, Eurocopter, Cassidian and Astrium. In addition, Co.'s Other Businesses division engages in the development, manufacturing, marketing and sale of regional turboprop aircraft and aircraft components.
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>Production and deliveries set to converge in Q3 - After an additional cut of one A350/month (from 6 to 5), the company thinks that it can now make production (including that in the supply chain) converge with deliveries in Q3 2020, which on one hand shows short-term visibility on deliveries following the completion of talks with customers and, on the other hand, that it has finalised adjustments to production. With 469 deliveries expected in 2020, our scenario is in ...
ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person. In general, Prosus is in compliance with the Dutch regulations relating to the organization and procedures of the AGM. Under ITEM 2 an advisory vote on the Company’s executive remuneration report is requested. ECGS notes that the total variable salary granted in the year under review, corresponding to 1062% of annual base salary, exceeds the maximum threshold under its guidelines. Accordingly, ECGS recommends to vote OPPOS...
The general meeting is convened to approve a sale of Direct Energy, Centricans North American energy supply, services and trading business, to NRG Energy for $3.625 billion in cash (equivalent to approximately £2.85 billion) on a debt free, cash free basis. We agree that the proposed cash offer is reasonable considering the current market circumstances and the group’s needs in urgent action in light of the Covid-19 impact on earnings and unbearable indebtedness. The disposal of Direct Energy will simplify the group’s structure and will allow focusing on a new strategy enabling the transition t...
Le rapport spécial des commissaires aux comptes ne comporte aucune convention, ni nouvelle, ni ancienne. L'absence de conventions au rapport spécial est, sauf opéra on non signalée aux commissaires aux comptes, le signe d'une bonne autonomie du projet de l'entreprise et d'une meilleure intégrité économique du groupe, surtout pour un groupe familial (résolution 4). Proxinvest estime que le taux d'indépendance du Conseil est très insuﬃsant (23%). Notons toutefois qu'André Delion, membre libre de conﬂits d'intérêts potentiels, assure désormais la présidence du Conseil depuis le 22 août 2019.Quan...
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