Report
Expert Corporate Governance Service (ECGS)
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K+S – AGM 10 june 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

 

Supervisory Board member Jella Benner-Heinacher is Deputy Chief Managing Director (part-time) of DSW, the local partner of ECGS. This report has been prepared using standard ECGS guidelines.

 

K+S is an international resources company that has been mining and processing mineral raw materials for more than 125 years. The Company provides mineral products for the areas of agriculture, industry, consumers and communities. K+S operates production sites in Europe, North America and South America as well as a global distribution network.

 

On 11 March 2020, the Company announced to completely sell the Operating Unit Americas, in which the North and South American salt business is bundled in order to focus on the supply of fertilisers and specialties. A sales agreement (signing) is expected before the end of this year. The implementation of all measures will make it possible to reduce debt by well over EUR 2bn over the next two years.

 

As of 31 December 2019, DWS Investment GmbH held between 5% and 10% of the Company's shares.

 

In financial year 2019, Group revenues remained stable at EUR 4.1bn, EBITDA increased by 5.6% to EUR 640.4m and net income attributable to the shareholders of K+S AG increased by 110.7% to EUR 88.9m.

 

Item 2: On 8 May 2020, the Management Board and the Supervisory Board resolved to amend their initial proposal for the resolution by the AGM on the appropriation of net profits of the financial year 2019 due to the current developments with regard to the worldwide COVID-19 pandemic and its impact on the Company. The Boards propose to payout only the mandatory minimum dividend of EUR 0.04/share. In view of the recent events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. We recommend support.

 

Item 5: Deloitte, Hanover, is proposed as auditor for the current financial year. We recommend opposing the re-election of Deloitte due to concerns over the ratio of non-audit/audit fees and their term of office (since financial year 1972) which significantly exceeds our maximum acceptable term of office.

 

Items 7a and 7b: The Management Board and the Supervisory Board propose to introduce a remuneration for members of the Board's Strategy Committee. We recommend to oppose the related amendments to the Company's Articles as we assess the absolute amounts of remuneration already as significantly above market practice.

Underlying
K+S AG

K+S is engaged in the chemical sector. Co. has three business segments. The Potash and Magnesium Products segment combines the production and marketing of potash fertilizers and fertilizer specialities as well as potash and magnesium compounds for technical, industrial and pharmaceutical applications. The Salt segment encompasses the production and marketing of food grade salt, industrial salt and salt for chemical use, de-icing salt and sodium chloride brine. The Complementary Activities segment bundles together recycling activities and waste disposal or reutilisation in potash and rock salt mines as well as catsan® granulation.

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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