SKF - AGM 26 March 2020
In general, SKF is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEMS 14.1-14.9, 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: Mr. Hans Stråberg (ITEM 14.1), Mr. Ronnie Leten (ITEM 14.4), Mr. Geert Follens (ITEM 14.7) and proposed new nominee Mr. Håkan Buskhe (ITEM 14.8).
Under ITEM 15 the nomination committee proposes to re-appoint Mr. Hans Stråberg as Chairman of the board of directors. ECGS has various concerns over his re-appointment and therefore recommends to vote OPPOSE.
Under ITEM 16 the board of directors seeks approval of the Company's remuneration guidelines. As the proposed remuneration structure is NOT in line with its guidelines, ECGS recommends to vote OPPOSE.
Under ITEM 17 the board of directors seeks approval of a LTIP. In view of concerns over: (i) the applicable performance criterion; (ii) a strange twist attached to the performance period; and (iii) non-disclosure of the outcome of the performance criterion, ECGS recommends to vote OPPOSE.
Finally, under ITEM 18, it is proposed to establish an 'external' nomination committee. As a matter of principle, ECGS is NOT in favour of external nomination committees that concentrate the nomination powers in the hands of the largest shareholders. On the other hand, ECGS also notes that external nomination committees are standard practice in the Swedish market. However, one of the fundamental core tasks of a nomination committee is providing a suitable composition of the board of directors. With regard to the latter, ECGS notes that there are currently only three women serving on the board, which is below its threshold regarding gender diversity. Accordingly, ECGS recommends to vote OPPOSE.
AB SKF is the parent company of the SKF Group, which supplies products, solutions and services within rolling bearings, seals, mechatronics, services and lubrication systems. Services include technical support, maintenance services, condition monitoring, asset optimization, engineering consultancy and training. Co.'s business areas are: SKF Industrial Market - Strategic Industries, which includes bearings and bearing accessories and lubrication systems; SKF Industrial Market - Regional Sales and Service, which develops SKF Solution Factory facilities providing engineering capability; and SKF Automotive, which develops and manufactures bearings, seals and related products and services.
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