Dialog Semiconductor – AGM 30 April 2020
As Dialog is incorporated in the UK and listed in Frankfurt, the Company is not required to follow, and report against, the UK Corporate Governance Code ("The Code")However, in line with its commitment to maintaining high standards of corporate governance and oversight, the Board has decided to follow The Code to the extent it considers it is beneficial to the good governance of the Company. The contents of the Annual Report are guided by the provisions of the Companies Act 2006.
ITEM 2: Directors'Remuneration Report: the Company seeks shareholder approval of the Directors'Remuneration Report. ECGS notes that at the Company's AGM held on 2 May 2019, approximately 31.3% of shares cast were voted against the resolution to approve the Directors'Remuneration Policy. Regarding the remuneration report for FY2019, there is a lack of disclosure regarding the bonus. The total variable remuneration was 560% of the base salary which exceeds our limit of 300%. In addition, as the targets for the 2019 bonus are not disclosed, it is impossible for shareholders to understand the link between performance and pay. Furthermore, shareholders can't define if the performance conditions are challenging enough. Benefits granted at 94.6% of base salary is highly excessive. Accordingly, we recommend to OPPOSE.
ITEMS 13, 14, 15 and 16 ±Contingent forward share purchase contracts or off-market purchases of own shares. In view of the recent events relating to Covid-19, ECGS considers that it is not the right moment to proceed to share buyback programmes especially when the Company does not pay a dividend. Therefore, we recommend to OPPOSE.
Dialog Semiconductor is engaged in creating and marketing mixed signal integrated circuits for personal, portable, hand-held devices, low energy short-range wireless, LED solid-state lighting and automotive applications. Co. has four segments: Mobile Systems, which includes its power management and audio chips for the wireless systems markets; Automotive and Industrial, which markets products that address the safety, management and control of electronic systems in cars and for industrial applications; Connectivity, with activities that include short-range wireless, digital cordless, Bluetooth and VoIP technology; and Power Conversion, which includes its AC/DC converter solutions.
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.