CNH Industrial NV - 2018, November 29
In item 2, the EGM is called to appoint Mr. Hubertus M. Mühlhäuser as CEO, to replace Mr. Richard Tobin who resigned in April 2918. The position of Chair and CEO are split and we have not identified any specific concerns over the appointment of Mr.Mühlhäuser. Also taking into account his professional background and sector specific experience, we recommend approval.
In item 3, the Board proposes to ratify the appointment of Ms. Suzanne Heywood as executive Chairwoman. Ms. Heywood has been a non-executive Director since 2016, representing the controlling shareholder Exor NV, and she was appointed as Chairwoman in July 2018, after the death of Mr. Sergio Marchionne. The appointment of an executive Chairperson is contrary to our guidelines and the Dutch Corporate Governance Code's recommendations. We also note that the Lead Independent Director, Mr. Houle, is not independent according to our guidelines as associated with the Group for 12 years (member of CNH Global since 2006), and the Board has not a majority of independent members according to our guidelines (40%, compared with 80% according to the Company). Furthermore, Ms. Haywood has kept her position as Chairwoman of the Corporate Governance Committee (responsible for the selfassessment and issuing proposal on appointments) even after her appointment as executive Chairwoman, which is contrary to our guidelines. Therefore, we recommend opposition.
CNH Industrial is a holding company. Through its subsidiaries, Co. is engaged in the design, production, marketing, sale and financing of agricultural and construction equipment, trucks, commercial vehicles, buses and specialty vehicles for firefighting, defense and other uses, as well as engines, transmissions and axles for those vehicles and engines for marine and power generation applications. Co. divides its business activities into three operating segments: Agricultural Equipment, Construction Equipment, Commercial Vehicles, Powertrain, and Financial Services.
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