Corbion - AGM 29 June 2020
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, Corbion is in compliance with the Dutch regulations relating to the
organisation and procedures of the Annual General Meeting.
Under ITEM 6 the supervisory board proposes to distribute a dividend of EUR 0.56 per
share for the FY 2019. ECGS notes that the (proposed) dividend in NOT covered by FCF
for the third consecutive year. Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 12 approval is sought for the Company's remuneration policy. The maximum
variable compensation, corresponding to 360% of annual base salary (120% ST and
240% LT), is in excess of ECGS' guidelines. ECGS therefore recommends to vote
OPPOSE.
Under ITEMS 16 and 17 authorisation is sought to issue shares. In aggregate, the
authorisations requested combined are limited to 20% of the Company¶s share capital
and shareholders¶pre-emptive rights may be waived, which exceeds ECGS¶guidelines.
Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 18 authorisation is sought to repurchase own shares. Although the authority
requested would meet its guidelines, ECGS considers that it is currently not the right
moment to proceed to a new share buyback programme in view of the recent events
relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.
Finally, under ITEM 19, authority is sought for a capital reduction by cancellation of part
of its holding of treasury shares. In ECGS¶view, a reduction of share capital by
cancellation of shares is a technical issue that does not negatively impact shareholder
interests. As a matter of principle, ECGS will only oppose share cancellations which
significantly deplete cash flow provided that a company is not able to pay a dividend.
However, whereas ECGS acknowledges that the company is currently well capitalised, it
considers that it should wait until next year to cancel its repurchased shares. In case
there is a further deterioration of the market, Corbion could decide to re-issue the
treasury shares to strengthen its capital base. Therefore, ECGS recommends to
OPPOSE.
Corbion is an internationally operating company engaged in the development, production, sale and distribution of bakery supplies and food ingredients. Co. is engaged in the Bakery Supplies and Lactic Acid business. Co.'s operations are divided into two segments: Bakery operations and Lactic acid operations. Co.'s Bakery operations comprise the development, production and sale of bakery ingredients and products. Co.'s Lactic acid operations involve the production of lactic acid and lactic acid derivatives which are used in food, pharmaceutical and technical products. Co. operates mostly in Europe and North America. Co.'s brands are Waldkorn, Kate's cakes, Purac, Carel, MeisterMarken.
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