AP Moeller-Maersk - AGM 23 March 2021
We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.Under ITEM C, although not legally required in Denmark, the board of directors and the executive management seek discharge. Under our guidelines, we no longer approve discharge of the board of directors and/or executive management if there is no legal requirement for it. Since there is no such (legal) requirement in Denmark, we recommend to vote OPPOSE.
Under ITEM E approval of the Company's first remuneration is sought. We have some concerns with regard to the annual base salary of the company CEO, which (substantially) exceeds the base salary median of its Danish as well as industry peers.
We also note that the Company’s LTI consists of restricted shares and stock options and that no additional performance conditions are attached to the grant. As a matter of principle, we do NOT approve of LTIs that do not operate one or more challenging performance conditions. We furthermore note that there is no disclosure to suggest that a share-ownership requirement has been established for members of the executive management. In view of the above concerns, we recommend to vote OPPOSE.
Under ITEM F the board of directors seeks authorisation to repurchase own shares. The requested authority is limited to 15% of the Company’s share capital and thereby exceeds our guidelines. Accordingly, we recommend to vote OPPOSE.
Under ITEM I.3 the board of directors seeks approval to amend Articles 1, 3, 6 and 15 of the Company’s Articles of Association. First, since amendments of a company’s Articles of Association can have far-reaching consequences for shareholders, we would have preferred that a separate vote would be held on each of the 4 proposed amendments and accordingly request an unbundling into three separate agenda items the next time.
Even though we have no concerns over 3 of the 4 (proposed) changes, we do NOT approve of the (proposed) amendment of Article 3. In Article 3 it is proposed to delete the following phrase: “All directors shall be holders of series A shares”. Although we note that the requirement for non-executive directors to hold company shares now has been anchored in the Company’s remuneration policy, we see no reason to withdraw this provision from the articles of association since it is also in line with the remuneration policy. Therefore we do NOT agree with the proposed amendment and accordingly recommend to vote OPPOSE.
Finally, we note that, unlike best practice, the voting results of the AGM 2020 are not disclosed. We urge the Company to do so next year.
A.P. Moeller Maersk is an international shipping company. Co.'s operating segments are: Container shipping and related activities which include global container services, inland transportation, manufacturing and repair of containers and container depots, and logistics and forwarding activities; APM terminals; Tankers, offshore and other shipping activities which include tanker shipping of crude oil, oil products and gas, offshore drilling activities and operation of land rigs, supply vessel activities with anchor handling and platform supply vessels, ferry services and door-to-door transportation in Northern Europe; Oil and gas activities; Retail activity; and Shipyards and other activities.
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.
Unfortunately, this report is not available for the investor type or country you selected.
Browse all ResearchPool reportsReport is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.