Etude de l'AG du 19/04/2017
Under agenda item 3 a and b, the Board of Directors requests approval of the updated Remuneration Policy and Long Term Incentive-plan.Although we welcome some of the changes as improvements to the policy, the weighing of the LTIP performance criteria have become less balanced, the maximum level under the LTIP have increased to exceed levels in our guidelines, the vesting of any outstanding unvested shares under the LTIP may still be accelerated in case of termination of employment and the CEO is entitled to quite a generous benefit scheme. Accordingly, we disagree with this proposal and recommend shareholders OPPOSE.
Under agenda item 3c, the Company requires shareholder approval on the addition of a deferred share element to the Annual Incentive Plan (AIP) in revising its Remuneration Policy under agenda items 3a and 3b. Although we have several concerns regarding the Remuneration Policy (item 3a), and the fact that the bonus pay-out is deemed excessive, we welcome the decision to defer one-third of the bonus. Accordingly, we recommend that shareholders approve this resolution.
Under agenda item 12b, it is proposed to authorise the Board to restrict or exclude preemptive rights of existing shareholders upon the issuance of common shares. The authorisation to issue 10% and an additional 10% of the share capital in connection with mergers or acquisitions exceeds our guidelines. Therefore we recommend to OPPOSE.
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