NNN Group – AGM 28 May 2020
ECGS notes 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.
In general, NN Group is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 7c approval is sought to establish the compensation of the supervisory board. ECGS notes that it is proposed to increase the non-executive base fee by somewhere between 10% (Vice Chairman) and 30% (Chairman). As a matter of principle, ECGS does NOT approve of increases of such magnitude without an adequate explanation. In this respect, ECGS considers the motivation provided insufficient and furthermore deems the proposal particularly ill-timed in view of the Covid-19 pandemic. In addition, ECGS considers the proposed fees to be at the upper level of Dutch market practice for a company with the size and complexity of NN Group. Hence, ECGS recommends to vote OPPOSE.
Under ITEM 9 authorisation is sought to repurchase own shares. Although the authority requested would meet its guidelines, ECGS considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.
Finally, under ITEM 10, authority is sought for a capital reduction by cancellation of part of its holding of treasury shares. In ECGS'view, a reduction of share capital by cancellation of shares is a technical issue that does not negatively impact shareholder interests. As a matter of principle, ECGS will only oppose share cancellations which significantly deplete cash flow provided that a company is not able to pay a dividend. However, whereas ECGS acknowledges that the company is currently well capitalised, it considers that it should wait until next year to cancel its repurchased shares. In case there is a further deterioration of the market, NN Group could decide to re-issue the treasury shares to strengthen its capital base. Therefore, ECGS recommends to OPPOSE.
NN Group is a financial services company based in the Netherlands. Co. engages in insurance and investment management activities, providing life and non-life insurance products primarily in the Netherlands, Belgium, rest of Europe, and Asia. Co. offers group and individual life insurance; and motor, transport, fire, liability, travel, and income insurance. Co. also offers retirement, insurance, investments, and banking services to retail, SME, corporate, and institutional customers. Co. is active in 18 countries, with a presence predominantly in a number of European countries and Japan.
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