Norsk Hydro – AGM 11 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, Norsk Hydro ("Hydro") is in compliance with the Norwegian regulations relating to the organisation and procedures of the AGM.
Under ITEM 7.1 the board of directors seeks approval of the Company's remuneration guidelines. As the proposed remuneration structure is NOT in line with its guidelines, ECGS recommends to vote OPPOSE.
Under ITEM 7.2 approval is sought of the guidelines for share-related incentive arrangements. ECGS notes that the Company's share-related incentive arrangement consists of restricted cash of which the net amount has to be invested in company shares. The vesting period for time vesting awards is 3 years and after this period participants are free to keep or sell the shares at their discretion. In view of the low level of transparency, specifically regarding the performance conditions applicable to the arrangement (undisclosed RoaCE target and composition of the TSR peer group ), ECGS recommends to vote OPPOSE.
Finally, under ITEM 8, the board of directors proposes to re-appoint KPMG as the Company's external auditor for the FY 2020. ECGS notes that the current auditor currently has been in office for 10 years. Taking the proposed re-appointment of KPMG into consideration, the term in office of the external auditor would exceed ECGS'guidelines. In line with EU regulation, ECGS recommends a term of maximum 20 years (10 + 10 years, if a tender is undertaken). Since there is no disclosure to suggest that the current mandate has been tendered in the past, ECGS recommends to vote OPPOSE.
Norsk Hydro is an aluminium group based in Norway. Co. is engaged in the supply of aluminium and aluminium products. Co. supplies casthouse products, such as extrusion ingots, sheet ingots and foundry alloys. Co's customers are active in sectors such as the packaging, lithographic, building, automotive and transport sectors. In addition, Co. is engaged in the production of power in Norway. Its business is divided into six operating segments: Bauxite & Alumina, Primary Metal, Metal Markets, Rolled Products, and Energy and Other and Eliminations.
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