Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Innogy - AGM 30 April 2019

General: Supervisory Board member Marc Tüngler is Chief Managing Director of DSW, the local partner of ECGS. Furthermore, Supervisory Board members Dr. Rolf Pohlig and Ulrich Grillo are members of the Presidency of DSW. This report has been prepared using standard ECGS guidelines.

In February 2018, RWE announced a complex EUR 43bn deal to sell Innogy to E.ON, see section 3.1 for details.

Item 2: The dividend proposed by the Boards is covered by adjusted free cash flow but not by earnings. Last year, we raised our concerns over the fact that the dividend was not covered by neither EPS nor adjusted free cash flow. We note, however, that Innogy's dividend policy is linked to adjusted net income. Based on this dividend policy and the fact that the Company already pays out only a decreased dividend, we recommend supporting the dividend proposal for this year.

Item 7: In line with the legal requirements for Societas Europaeas (SE's) and the Company's Articles of Association, the employees within an SE have the right to make a proposal for representatives of employees on the Supervisory Board of Innogy SE. We recommend to oppose the election of Stefan May due to insufficient independent representation on the Board (30%) but note that the AGM is bound to the proposals for appointment of employee representatives.

Innogy SE

Innogy SE is a Germany-based company, which is primarily involved in the utilities industry. The Company operates as a provider of electricity and natural gas. The Company's operations are divided into three segments, namely Renewables, Grid and Infrastructure and Retail. The Company operates plants for electricity generation and production from renewable energy sources. The Company is active in Germany, the Netherlands, Austria, Poland, Romania, Croatia, Slovakia, Slovenia, the United Kingdom, among others.


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.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch