Report
Expert Corporate Governance Service (ECGS)
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Haldex - EGM 29 December 2020

ECGS notes that as a result of the Covid-19 pandemic the EGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the EGM in person.


In general, Haldex is in compliance with the Swedish regulations relating to the organisation and procedures of the EGM.


Under ITEM 6 the Company's four largest shareholders propose to elect Messrs. Detlef Borghardt and Dzeki Mackinovski to the board of directors.


ECGS notes that, contrary to provision 2.1 of the Swedish Corporate Governance Code, Haldex has not established a(n) (external) nomination committee. As a consequence, the Company's four largest (Swedish) shareholders (AFA Sjukförsäkrings AB, AMF Pensionsförsäkring AB, Athanase Industrial Partners and Fjärde AP-fonden) make proposals with regard to the board compensation, directors'fees and the appointment and compensation of the external auditor.


The proposed term of appointment of 1 year (see table above) is in line with provision 4.7 of the Swedish Corporate Governance Code.


Based on the available information, both proposed new nominees would qualify as independent board member in accordance with provision 4.4 of the Swedish Corporate Governance Code.


The independence ratio on the board will under normal circumstances be 71%, indicating that there is sufficient independent representation on the board. Therefore, ECGS has no (major) concerns over the (proposed) election of the two new members of the board of directors.


In view of the above, ECGS recommends to vote FOR.

Underlying
Haldex AB

Haldex AB provides solutions to the vehicle industry with focus on brake products and brake components for heavy trucks, trailers and buses. Co.'s two main product lines are Air Controls and Foundation Brake. Air Controls product line develops and manufactures products to dehumidify and regulate compressed air in brake systems, such as air dehumidifiers and air purifiers, as well as air suspension systems, valves and electronically regulated subsystems. Foundation Brake product line develops and produces the wheel-brake products that provide the braking effect, such as disc brakes, automatic brake adjusters for drum brakes and electronic sensor systems for indicating wear on brake surfaces.

Provider
Proxinvest
Proxinvest

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.

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Expert Corporate Governance Service (ECGS)

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