Signify – AGM 19 May 2020
In general, Signify is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 8a approval is sought for the Company's remuneration policy. The maximum variable compensation, corresponding to 360% of annual base salary (160% ST and 200% LT), is in excess of ECGS' guidelines. ECGS therefore recommends to vote OPPOSE.
Under ITEM 11 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.
Finally, under ITEM 12, authority is sought for a capital reduction by cancellation of part of its holding of treasury shares. In ECGS'view, a reduction of share capital by cancellation of shares is a technical issue that does not negatively impact shareholder interests. As a matter of principle, ECGS will only oppose share cancellations which significantly deplete cash flow provided that a company is not able to pay a dividend. However, whereas ECGS acknowledges that the company is currently well capitalised, it considers that it should wait until next year to cancel its repurchased shares. In case there is a further deterioration of the market, Signify could decide to re-issue the treasury shares to strengthen its capital base. Therefore, ECGS recommends to OPPOSE.
Signify NV Formerly known as Philips Lighting NV. Signify NV, formerly Philips Lighting NV, is a company based in the Netherlands that provides lamps and lighting solutions. Its product portfolio includes, among others, incandescent lamps, halogen lamps, fluorescent lamps, linear fluorescent lamps (LFL), compact fluorescent lamps (CFL), high-intensity discharge lamps (HID) and light-emitting diodes (LED), as well as electronic components, such as electronic ballasts and drivers. The Company also provides integrated and customized lighting systems. Its service portfolio includes light management and value-added services, such as energy audits, light design and engineering, as well as remote monitoring and managed services. The Company operates through four segments: The Lamps segments comprises conventional lamps and lamp electronics; the LED segment focuses on LED lamps; the Professional segment includes lighting systems and services for professional consumers, and the Home segment covers consumer luminaries and home systems.
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