Glanbia – AGM 22 April 2020
Item 3: Board re-elections
ECGS is favourable to representatives of major shareholders at the Board, even when the Board includes a minority of independent directors. However, this should not resultin overrepresentation or control of the Board. Currently, Glanbia Co-operative Society has 7 seats at the Board, which represents 54%. ECGS does not accept major shareholder Board membership if it is disproportionate to share ownership, gives a shareholder undue influence over Board decisions and leads to its overrepresentation.
Items 12-14: Waiver resolutions of restrictions set in the Takeover Rules
The Board proposes to wave the obligation set by the Takeover Rules to the major shareholder to make a public offer in case of passive increase in shareholdings. Glanbia Co-operative Society ("Society") holds 31.5% of the capital but controls 54% of the Board. In such circumstances, we do not consider this proposal to be in the interest of minority shareholders. The Board is lacks independent oversight and risk not acting in the interest of all shareholders.
Glanbia is a performance nutrition and ingredients group, engaged in providing performance nutrition, cheese, dairy ingredients, specialty non-dairy ingredients and vitamin and mineral premixes. Co. segments include: Global Performance Nutrition, which is involved in the branded performance nutrition business; Global Ingredients, which manufactures cheddar cheese, provides dairy and non-dairy nutritional ingredients and micro-nutrient premixes; Dairy Ireland, which is engaged in the manufacture and sale of a range of consumer products and farm inputs; and Joint Ventures & Associates, which is engaged in the manufacture and sale of cheese, dairy ingredients and dairy consumer products.
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