Copenhagen Airport April 10th, 2019
In general, Copenhagen Airport ("CPH") is in compliance with the Danish regulations relating to organisation and procedures of the Annual General Meeting.
Under ITEM 4, the Board of Directors proposes to distribute a total dividend of DKK 140.83 per share, corresponding to 100% of EPS. ECGS notes that over the past 6 years 100% of net income has been distributed to the Company's shareholders, and dividend distributions were not fully covered by Free Cash Flow. In ECGS' view this is not a sustainable dividend policy and it therefore recommends to vote OPPOSE.
Under ITEM 5.a, it is proposed to re-appoint Mr. Lars Nørby Johansen as Chairman of the Board of Directors. Mr. Nørby Johansen also chairs the Chairmanship, which is responsible for the tasks of a Nominations Committee. ECGS has concerns over the level of female representation on the Board and, based on its guidelines, the (re-)election of the Chairman of the Nominations Committee is the most appropriate agenda item to express such concerns. Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 6, shareholders are called to a binding vote on the remuneration policy. The aggregate executive compensation is fairly moderate (DKK 12.7 million in 2018, equal to approximately EUR 1.7 million), but we strongly regret that the Company does not disclose individual remuneration paid to the CEO and the performance metrics used to calculate the annual and long-term incentives. Therefore, ECGS recommends to vote OPPOSE.
Under ITEM 8, the Board of Directors proposes to re-appoint PricewaterhouseCoopers as the Companyns statutory auditor. In light of the substantial amount of non-audit related fees (67% of audit fees on an aggregate 3-year period), and the excessive tenure of the auditor (24 years), ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Kobenhavns Lufthavne owns and operates the airports at Copenhagen and Roskilde. Co. makes its infrastructure, buildings and service facilities available to companies that have business operations at the airport. Co.'s activities are divided into three business segments: Aeronautical, Non-aeronautical and International. The Aeronautical business comprises the operations and facilities which the airports make available so that airlines can operate their flights. The Non-aeronautical business comprises the facilities and services provided at the airports to passengers and others. The International business comprises the consulting services to associated companies and other airports.
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