Smurfit Kappa – AGM 30 April 2020
Important - Coronavirus (COVID-19) pandemic
This year's AGM is being convened in unusual circumstances given the ongoing pandemic. Smurfit Kappa Group plc considers the well-being of shareholders, attendees and employees as well as its responsibilities in slowing the spread of the virus as a top priority.
Arrangements have been made in accordance with the current guidance from the Irish Health Service Executive ("HSE")to proceed with the AGM but under constrained circumstances. The Company has taken the decision to change the proposed venue for the AGM to its registered office to give greater control over the arrangements for it.In order to comply with the latest HSE guidance, the Company may refuse entry to the meeting.
ITEM 2: Remuneration Report
The Company seeks shareholder approval of the 2019 Remuneration Report. The maximum total variable remuneration under the remuneration policy could reach 375% of base salary in ordinary circumstances, which is above our limit of 300%. Performance shares (LTI) granted at 225% of base salary exceeded our 150% limit. Total variable remuneration was 404% of the base salary which is above our limit of 300%. Total remuneration substantially exceeds the median of the Industrial Goods and Services sector in the MSCI. Accordingly, we recommend shareholders to OPPOSE.
ITEM 5(j): Re-election of Directors
This resolution seeks shareholder approval to re-elect Gonzalo Restrepo as a Director for a further 1 year term. As he is Chairman of the Nomination Committee, he is considered responsible for composition of the Board. The gender diversity on the board (27.3%) does not meet ECGS guidelines of 30% minimum, we recommend shareholders to OPPOSE.
Smurfit Kappa Group is an integrated paper and paperboard manufacturer and converter whose operations are divided into Europe and the Americas. The Europe segment includes a system of mills and plants that primarily produces a full line of containerboard that is converted into corrugated containers. In addition to other types of paper, such as solidboard and sack kraft paper, and paper-based packaging, such as soldboard packaging and folding cartons, this segment includes Co.'s bag-in-box operations. The Americas segment comprises all Co.'s forestry, paper, corrugated, paper sack and folding carton activities and all the operations of Smurfit Kappa Orange County.
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