STMicroelectronics - AGM 23 May 2019
As every year, it is proposed to vote the grant to the CEO of 100,000 performance shares. Since June 2018, Jean-Marc Chery is the CEO of the company, replacing Carlo Bozotti. However, despite a low number of shares, due to short-term and non-quantified performance conditions, the resolution does not seem acceptable (Resolution 5.a ).
The company proposes to vote for an exceptional bonus payable in shares for the CEO that can represent up to 60% of his fixed salary and based on "pre-determined and quantifiable" criteria, but they are not communicated. By adding the cash bonus (150% of the fixed salary), our threshold of 150% of the fixed salary is exceeded. Therefore we recommend opposition (Resolution 5.b.)
ECGS notes that the company claims referral to the Dutch Code of Governance but we encourage STMicroelectronics, which is included in the French CAC 40 Index, to adhere to the main principles of the AFEP-MEDEF code. As a result, due to weaknesses in corporate governance and the absence of a "Say on pay" resolution, proposals requesting discharge for the sole member of the Managing Board and the Supervisory Board will not be supported (Resolutions 4.d and 4.e.).
We also note that the nomination of Ms. Claudia Bugno as a director has been withdrawn for political reasons and Mrs. Lucia Morselli will replace Mr. Salvatore Manzi (Resolution 8 ). Consequently, the Supervisory will be composed of 9 members instead of 10 as last year.
STMicroelectronics is a global independent semiconductor company that designs, develops, manufactures and markets a broad range of semiconductor integrated circuits (“ICs”) and discrete devices. Co. offers a diversified product portfolio and develops products for a wide range of market applications, including automotive products, computer peripherals, telecommunications systems, consumer products, industrial automation and control systems. Within its diversified portfolio, Co. is focused on developing products that leverage its technological strengths in creating customized, system-level solutions with digital and mixed-signal content.
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