Report
Expert Corporate Governance Service (ECGS)
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Teamviewer – AGM 29 May 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

 

As a leading global provider of remote connectivity solutions, TeamViewer operates a global, cloud-based connectivity platform that offers secure remote access, support, control, and collaboration capabilities for online endpoints of any kind. The Company's products have been activated on more than 2bn devices; up to 45m devices are online at the same time. TeamViewer employs more than 800 people in offices across Europe, the United States and Asia Pacific. Founded in 2005, the Company's IPO was conducted on 25 September 2019 at an issue price of EUR 26.25.

 

The Company has issued 200m shares that amount to a share capital of EUR 200m. As of 10 March 2020, Permira Holdings Ltd. (via TigerLuxOne S.à.r.l.) held 51.5% and The Capital Group Companies Inc. held 5.0% of the Company's shares.

 

In financial year 2019, Group revenues increased by 51.1% to EUR 390.2m, EBIT increased by 42.9% to EUR 153.0m and and net profit/loss attributable to the shareholders of TeamViewer AG increased from EUR -12.4m to EUR 103.9m.

 

We note that the Management Board members were granted third-party benefits from the major shareholder, Permira Holdings Ltd., in connection with earlier rights to participate in the Company's share appreciation and from the divestment of indirect participations of the main shareholder in the Company. In financial year 2019, these payments amounted to EUR 39.7m (plus two outstanding share allocations of 1,765,971 shares each from the major shareholder's holdings) for the CEO, Oliver Steil, and EUR 19.9m (plus two outstanding share allocations of 884,778 shares each from the major shareholder's holdings) for the CFO, Stefan Gaiser.

 

Item 3: The remuneration system for the Management Board has not yet been put to shareholder approval. We note that the German Law Implementing the Second Shareholders' Rights Directive (ARUG II), which came into force on 1 January 2020, requires companies to submit the remuneration system to shareholder approval by 2021 at the latest. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's Nomination and Remuneration Committee, Axel Salzmann. Furthermore, we note the insufficient attendance of Supervisory Board member Dr. Jörg Rockenhäuser in financial year 2019. As the discharge is proposed in a bundled resolution we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

Underlying
TeamViewer AG

Teamviewer AG. TeamViewer AG is a Germany-based company engaged in the software development. The Company focuses primarily on the cloud-based technologies that enable online remote support and collaboration globally. The Company offers software solutions to remotely access and connect any computer, tablet, laptop, mobile device and Internet of Things (IoT) endpoint, such us industrial machines to allow remote control, management and monitoring of devices, as well as interaction and collaboration. Its product portfolio includes TeamViewer, TeamViewer Tensor, TeamViewer Pilot, TeamViewer loT, TeamViewer Remote Management, servicecamp and Bizz. The Company has offices in Europe, the United States and Asia Pacific.

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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