Securitas – AGM 7 May 2020
In general, Securitas is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEMS 9b and 9c the board of directors proposes to distribute a dividend of SEK 4.80 per share for the FY 2019. Although the proposed dividend is covered by EPS, FCF as well as in accordance with the Company's dividend policy, ECGS notes that Securitas has a substantial amount of net debt (SEK 17,541 million) and corresponding net debt/EBITDA ratio of 2.2x. In view of the recent events relating to Covid-19, ECGS is therefore in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. Thus, although ECGS does not have an unfavourable opinion on the present dividend distribution, it will not have a negative opinion if the company changes the amount distributed to shareholders. Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 11 the nomination committee proposes to increase the remuneration of the board of directors by approximately 10%. ECGS does NOT approve of increases of such magnitude and furthermore considers the proposal inappropriate in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.
Under ITEMS 12a(i)-12a(viii), the (re-)election of the board of directors is proposed.
In view of insufficient independent representation on the board as well as concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Ms. Ingrid Bonde (ITEM 12a [i]), Mr. Anders Böös (ITEM 12a [iii]), Mr. Fredrik Cappelen (ITEM 12a [iv]), Mr. Carl Douglas (ITEM 12a [v]), Ms. Marie Ehrling (ITEM 12a [vi]), Ms. Sofia Schörling Högberg (ITEM 12a [vii]) and Mr. Dick Seger (ITEM 12a [viii]).Under ITEM 12b the nomination committee proposes to re-appoint Ms. Marie Ehrling as Chairman of the board of directors. ECGS has various concerns over her re-appointment and therefore recommends to vote OPPOSE.
Under ITEM 13 the nomination committee proposes to re-appoint
PricewaterhouseCoopers as the Company's external auditor. In view of the substantial amount of non-audit fees as well as the current term in office of the external auditor, ECGS recommends to vote OPPOSE.
Finally, under ITEM 15, 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.
Securitas is engaged in integrated security solutions. Co.'s main service offering categories are specialized guarding, mobile security services, monitoring, technical solutions and consulting and investigation services. Co. operates in 52 countries throughout North America, Europe, Latin America, the Middle East, Asia and Africa. Co. is organized into three business segments: Security Services North America, Security Services Europe and Security Services Ibero-America. In addition to the three business segments, Co. conducts guarding operations in the Middle East, Asia and Africa.
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