In general, Hexagon is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 12, approval is sought for the (re-)election of the board of directors and the statutory auditor. Since ECGS does not approve of the (proposed) composition of the board of directors as well as the current term in office of the statutory auditor it recommends to vote OPPOSE.
Under ITEM 13, it is proposed to establish a(n) (external) nomination committee. Like several institutional investors, ECGS has concerns over the bundled form under which the election of directors is put to shareholders' vote in Sweden. ECGS therefore has decided to take such concerns (if applicable) into account and express these at the resolution on the nomination committee, as in Sweden said committee is responsible for nominating candidates to the board of directors (either in bundled or unbundled form). Since the election of the board of directors is proposed as a slate (bundled) at the 2019 AGM, ECGS recommends to vote OPPOSE.
Finally, under ITEM 14, the board of directors seeks approval of the Company's executive remuneration guidelines. Although no (material) changes are proposed, ECGS notes that the current (and proposed) remuneration structure is NOT in line with its guidelines. ECGS furthermore considers the annual base salary as well as the total compensation of the company CEO to be at the upper level of Swedish market practice for a company with the size and complexity of Hexagon.
Hexagon is engaged in the provision of integrated design, measurement and visualization technologies. Co. has two segments: measurement technologies, which consist of Geosystems that captures, processes and stores position-related information, Metrology, which provides manufacturing evaluation, process qualification and final parts inspection, and Technology, which provides engineering software as well as geospatially powered solutions; and Other Operations, which focuses on the transportation industry in the car and heavy vehicle segments. The Other Operations conducts its business in the Nordic region.
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