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Expert Corporate Governance Service (ECGS)
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Husqvarna – AGM 02 April

In general, Husqvarna is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.

 

Under ITEM 10, the nomination committee proposes to increase the base fee of the members of the board of directors by 3.4%. In ECGS' view the current fees are already at the upper level of Swedish market practice for a company with the size and complexity of Husqvarna and it therefore does not approve of any increases without adequate justification. Since the proposal is not justified at all, ECGS recommends to vote OPPOSE.

 

Under ITEMS 11a (1)-11a (8), the (re-)election of the board of directors is proposed. In view of his appointment as CEO of Husqvarna AB effective as of April 2, 2020 as successor to Mr. Kai Wärn, Mr. Henric Andersson is proposed to be newly appointed as Member of the board of directors (ITEM 11a (8)).

 

In light of insufficient independent representation on the board of directors ECGS recommends to vote OPPOSE to the re-election of: Mr. Tom Johnstone (ITEM 11a (1)),

 

Ms. Ulla Litzén (ITEM 11a (2)), Ms. Katarina Martinson (ITEM 11a (3)), Mr. Daniel Nodhäll (ITEM 11a (5)) and Mr. Lars Pettersson (ITEM 11a (6)).

 

Under ITEM 11b, the nomination committee proposes to re-appoint Mr. Tom Johnstone as Chairman of the board of directors. As already mentioned above, ECGS has concerns over his re-appointment and therefore does not support his re-election as board

Chairman either. Accordingly, ECGS recommends to vote OPPOSE.

 

Under ITEM 14, the board of directors seeks approval of a LT incentive plan. While some of the main features of the plan are conform to ECGS guidelines, we raise our concerns over the reduction of the number of performance criteria from three to one. Accordingly, ECGS recommends to vote OPPOSE.

 

Under ITEM 15, the board of directors seeks authorisation to enter into one or more equity swap agreements with a third party (i.e. bank) to hedge the Company's obligations under the (proposed) LT incentive plan (see ITEM 14 above) and other earlier approved LT incentive plans. Since ECGS recommends to vote OPPOSE with regard to the (2020) LT incentive plan, it does not agree with the method of securing the Company's obligations as well. Hence, ECGS recommends to vote OPPOSE.

 

There are no further peculiarities.

Underlying
Husqvarna AB Class B

Husqvarna AB produces outdoor power products. Products include: robotic lawn mowers, chainsaws, handheld petrol-powered products such as clearing saws and trimmers, garden tractors, and lawn mowers. Co. is also engaged in providing consumer watering products, cutting equipment and diamond tools for the construction and stone industries. Co.'s products and solutions are sold via dealers and retailers. Co. has three business areas: Europe & Asia/Pacific and Americas, which provide forest, park and garden products to dealers and retailers in Europe and Asia/Pacific, and in North and Latin America, respectively; and Construction, which provides light construction products and diamond tools.

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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Analysts
Expert Corporate Governance Service (ECGS)

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