Commerzbank – AGM 13 May 2020
WARNING: The AGM is to be held in the form of a virtual AGM in accordance with the German Act to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by way of postal voting or by granting authority to the proxies designated by the Company.
Item 6a: We recommend to oppose the election of Dr. Jutta Dönges to the Supervisory Board due to concerns over aggregate time commitments.
Item 7: The Company seeks approval for the remuneration system for Management Board members. We raise our concerns over the disclosure of the variable remunerations' performance goals and suggest that the Company introduces different performance targets for STI and LTI. Although we note that the potential maximum awards are in line with ECGS guidelines we consider that the CEO's total remuneration is excessive regarding the Company’s size and scale, its sector and its performance, especially compared to peers.
Item 8: The remuneration of the Supervisory Board shall be confirmed without changes. We assess the absolute amount of remuneration as significantly above market practice and recommend opposition.
Item 9 and 10: The Company proposes to be authorised to repurchase own shares, directly or through derivatives. Although we acknowledge that this is a mere anticipatory resolution and the Company has not announced any intention to perform a share repurchase at this stage we consider it not being the right moment for companies in difficult liquidity situations to repurchase shares as the potential impact of the COVID-19 induced crisis is not yet known. We therefore recommend opposition.
Item 11: The Supervisory Board and the Management Board propose to amend the Company's Articles of Association in order to enable the bank to apply a shortened notice period of 14 days for a restructuring general meeting in the hypothetical case of a significant deterioration of the financial situation under very specific conditions. We recommend opposition as shareholders' rights will be negatively affected by such a short notice period.
Commerzbank operates through five segments: Private Customers, which comprises the Private Customers, Direct Banking and Commerz Real divisions; Mittelstandsbank, which include the Mittelstand Germany, Corporate Banking & International and Financial Institutions divisions; Central and Eastern Europe, which consists of the universal and regional banking and direct banking activities; Corporates and Markets, which consists the Equity Markets & Commodities, Fixed Income & Currencies, Corporate Finance and Credit Portfolio Management divisions; as well as Non-Core Assets, which includes the operations of CRE Banking Germany, CRE Banking International, Public Finance and Deutsche Schiffsbank.
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