Report
Expert Corporate Governance Service (ECGS)
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Telefónica Deutschland – AGM 20 May 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.

 

Item 2: We recommend to oppose the dividend proposal as the Company does not provide any justification why the dividend payment exceeds consolidated earnings for the eighth consecutive year.

 

Item 4: The remuneration system for the Management Board has not yet been put to shareholder approval. The Company discloses that it monitors the current developments regarding legal changes on the subject of "Say on Pay" and that it plans to submit the remuneration system to the AGM 2021 for the first time in accordance with the relevant provisions of the amended German Stock Corporation Act. We note however that the Company already announced last year that it would put the remuneration system to shareholder approval in 2020. We therefore consider that the current remuneration system should have been submitted to this year's AGM. In line with our guidelines we would in principle recommend opposing the discharge of the Chairwoman of the Supervisory Board's Remuneration Committee, Sally Anne Ashford. Furthermore, we raise our concerns over the insufficient attendances of Supervisory Board members Pablo de Carvajal González and Sandra Hofmann in financial year 2019. As the discharge is proposed in a bundled resolution, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

 

Item 6: We recommend to oppose the election of Peter Löscher to the Supervisory Board due to concerns over the insufficient independent representation on the Board as well as concerns over aggregate time commitments.

Underlying
Telefonica Deutschland Holding AG

Telefonica Deutschland Holding is a telecommunication company. Co. offers its consumer retail and business customers postpaid and prepaid wireless communications products, along with wireless data services using Global Packet Radio Service, Universal Mobile Telecommunications System and Long Term Evolution technology as well as Digital Subscriber Line wireline telephony and high-speed internet services. Co. markets its products and its wireless and wireline communications products as well as services via the core brand O2. Co.'s secondary brands include the brands Fonic and netzclub. Co. also markets high-speed DSL internet access and wireline telephony.

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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