EUR 500.00 For Business Accounts Only

ICA Gruppen April 11th, 2019

In general, ICA Gruppen is in compliance with the Swedish regulations relating to the organization and procedures of the Annual General Meeting.

Under ITEM 16, the nomination committee seeks approval of the (re-)election of the board of directors. In view of insufficient independent representation on the board, ECGS recommends to vote OPPOSE.

Under ITEM 18, 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 19, the board of directors seeks approval of the Company's executive remuneration guidelines. ICA Gruppen's LTIP consists of performance cash. ECGS is not in favour of 'cash-based' LT incentives and furthermore notes that there is no disclosure to suggest that a share-ownership requirement has been established for members of the executive management. As a matter of principle, ECGS strongly favours such an ownership requirement as it serves to align the interest of members of the executive management with those of the shareholders. As no such alignment is demonstrated, ECGS recommends to vote OPPOSE.