Report
Expert Corporate Governance Service (ECGS)
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SAP – AGM 20 May 2020

WARNING: The AGM is to be held in the form of a virtual AGM in accordance with the German Act 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 way of postal voting or by granting authority to the proxies designated by the Company.

 

Item 4: We note a high number of changes at Management Board level during 2019 and 2020, especially regarding the CEO position. This new hire-and-fire mentality at SAP leads us to question whether the Supervisory Board operates a straightforward long-term HR strategy. Also we note that the overall payments for the departure of the Management Board members, as far as they are already known, are significant. Given our concerns we would in principle recommend to oppose the discharge of the Chair of the General and Compensation Committee ("Chairman's Committee"), Hasso Plattner. However, as the discharge is proposed in a bundled resolution, we recommend to oppose the discharge of the Supervisory Board as a whole.

 

Item 5: We recommend to oppose the re-appointment of KPMG as auditor of the Company as KPMG has audited the Company since the financial year 2002 which exceeds our maximum acceptable term of office.

 

Item 7: We recommend to oppose the new remuneration system for Management Board members as the potential maximum payouts significantly exceed ECGS guidelines and local/European market practice.

Underlying
SAP SE

SAP is engaged in selling licenses for software solutions and related support services. Co. derives its revenue from fees charged to its customers for the use of its cloud solutions and for licensing of on-premise software products and solutions. Additional sources of revenue are support, professional services, development, training, and other services. Co. has more than 300,000 customers in over 180 countries. Co.'s SAP HANA platform holds the ability to simplify both the user experience and the overall IT landscape, creating a smaller data footprint, increased system throughput, and easier data processing and operation.

Provider
Proxinvest
Proxinvest

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
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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

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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. 

Analysts
Expert Corporate Governance Service (ECGS)

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