Report
Expert Corporate Governance Service (ECGS)
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Elia System Operator – AGM 19 May 2020

Covid-19 Emergency

- The Board of Directors is strictly applying coronavirus-related measures: physical attendance at the meetings is not allowed. The rights to vote and ask questions can only be exercised in writing.

- Elia Group's activities have been recognised as critical, and most are continuing. A dividend of €1.69 will be proposed.

 

Annual General Meeting

 

Item 4: although the total amount of remuneration is well below the benchmarks, the lack of disclosure on the attribution of STIs and LTIs leads us to oppose.

 

Items 10.1 and 10.2: ECGS considers that a slate vote in non-contested director elections, where the number of nominees is equal to the number of director seats and all such nominees have been selected by the existing Board, often with the input of the CEO, is not true shareholder democracy. Accordingly, we oppose.

 

Etraordinary General Meeting

 

Items 1.1 and 1.2: ECGS is in favour of staff incentives through the Employee Stock Ownership Plan. The share price discount (16.6%) is within our limit of 20%, but the proposed dilution of 8.7% in just 2 years exceeds our 5% threshold. Accordingly, we oppose.

Underlying
Elia Group SA/NV

Elia System Operator develops, operates and maintains very-high-voltage (380 kV, 220 kV and 150 kV) and high-voltage (70 kV, 36 kV and 30 kV) networks, providing its customers with consultancy and engineering services. Whether in Belgium, Germany or elsewhere in Europe or the U.S., Co. ensures that electricity flows reliably from energy producers to distributors and large corporate customers. Co.'s main activities include transmission operator, system operator and market facilitator, developing and maintaining grid infrastructure, connecting electrical installations to grids, providing transparent access to grids, while taking initiatives to improve electricity market operations.

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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