Covestro - AGM 30 July 2020
General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law 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 postal vote or by granting authority to the proxies designated by the Company.
Item 2: On 19 May 2020, the Management Board resolved to adjust the proposal for the appropriation of net profits of the financial year 2019 in light of the COVID-19 pandemic and to propose to the AGM 2020 the payment of a dividend of EUR 1.20 per share. The initial proposal provided for the payment of a dividend of EUR 2.40 per share. As a result of the global pandemic, the Management Board expects significantly lower earnings and on 15 April 2020 had already lowered its guidance for financial year 2020 as a consequence of the increasingly adverse business environment. In view of the recent events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. The dividend is covered by earnings and free cash flow and can thus be provided by the Company. We recommend support.
Item 6.1: We recommend to oppose the re-election of Dr. Christine Bortenlänger to the Supervisory Board due to concerns over aggregate time commitments.
Item 10: The Management Board and the Supervisory Board propose to amend various Sections of the Company's Articles of Association in a bundled resolution which is not considered as best practice by ECGS. While most of the amendments are not considered to negatively affect shareholders, one of the proposed changes relates to a possible participation of Supervisory Board members in the AGM by means of video and audio transmission in certain exceptional cases. As the proposed cases for an attendance by means of video and audio transmission are deemed to be too extensive and unjustified, we recommend opposition.
Covestro AG is a global supplier of high-tech polymer materials and application solutions developed for these materials. Co. produces precursors for polyurethane foams and the high-performance plastic polycarbonate in addition to raw materials for coatings, adhesives and sealants as well as specialty products, including high-quality films. Other precursors such as chlorine and by-products like styrene are part of Co.'s range of products.
Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.
Proxinvest main services are :
- Proxy reports
- Definition and monitoring of client customized voting guidelines
- Corporate Governance Data and Rating
- Thematic research
- Engagement support
Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.
Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.
As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide.
Unfortunately, this report is not available for the investor type or country you selected.
Browse all ResearchPool reportsReport is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.