Report
Expert Corporate Governance Service (ECGS)
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Fuchs Petrolub – AGM 5 May 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 way of electronic absentee ballot or by granting authority to the proxies designated by the Company.

 

Item 5.1: The current Chairman of the Supervisory Board, Dr. Kurt Bock, is proposed to be re-elected to the Supervisory Board. However, without declaring so, the Company deviates from the respective recommendation of the German Corporate Governance Code 2017, as it is not disclosed whether, in case of his re-election, Dr. Bock shall again be proposed for the position of Chairman. We raise our concerns over this lack of transparency. In line with our guidelines we therefore recommend to oppose the re-election of Dr. Bock, as he is also the Chairman of the Supervisory Board's Nomination Committee.

 

Item 5.4: We recommend to oppose the re-election of Ingeborg Neumann to the Supervisory Board due to concerns over aggregate time commitments.

 

Item 9: We recommend to oppose the approval of the remuneration system for the Management Board members due to concerns over insufficient disclosure which fails to enable us to assess the remuneration structure under the revised system.

 

Item 10: We recommend to oppose the approval of the remuneration for the Supervisory Board members and the related amendments to the Company's Articles of Association as we are opposed to performance-based remuneration for Supervisory Board members and assess the absolute amounts of remuneration as above market practice.

Underlying
Fuchs Petrolub SE Pref

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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