Etude de l'AG du 26/04/2017
General: In line with German law, the auditor of an insurance company like Munich Re is not appointed by the AGM but the Supervisory Board.
Item 5: Approval is sought for the (unchanged) remuneration system which has been applicable since financial year 2013. Disclosure is in line with market practice. The level of actual remuneration in financial year 2016 is not considered to be excessive. However, we have concerns over the structure of the potential maximum remuneration that can be paid to Management Board members. The CEO total remuneration (excluding pension benefits and benefits in kind) may reach up to EUR 7.14m (~567% of base salary) which exceeds ECGS guidelines according to which the maximum total remuneration should not exceed 400% of base salary. We therefore recommend to oppose the remuneration system for Management Board members.
Item 9: The Company shall be authorised until 25 April 2022 to increase the share capital by up to EUR 280m (~47.64% of the share capital) by issuing shares against contributions in cash and/or in kind. The total shares issued while disapplying preemptive rights under the proposed and all existing authorisations may reach up to
20% of the share capital which exceeds our guidelines according to which we accept a maximum potential dilution of 10%. We recommend opposition.
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.