In general, Telia Company ("Telia") is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEMS 12.1-12.8, the (re-)election of the board of directors is proposed. Under ITEM 12.2, the nomination committee proposed to newly appoint Mr. Rickard Gustafson as Member of the board of directors. In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE.
Under ITEM 12.3, the nomination committee proposes to re-appoint Mr. Olli-Pekka Kallasvuo as Member of the board of directors. ECGS is not in favour of the re-appointment of any directors who were part of the board at the time of the fraud and money laundering abuse(s) in Eurasia in the past (see below). ECGS therefore does not support the re-election of Mr. Olli-Pekka Kallasvuo and accordingly recommends to vote OPPOSE to ITEMS 12.3 and 13.2.
In September 2017, Telia announced that a global settlement had been reached with the US Department of Justice (DoJ), Securities and Exchange Commission (SEC) and the Dutch Public Prosection Service relating to investigations regarding historical transactions in Uzbekistan. Telia has been accused of corruption, fraud and money laundering abuses when gaining entrance to the Uzbek market during the period 2007-2010. The Company has agreed to pay a total financial sanction of USD 965 million. The global resolution brings an end to all known corruption related investigations or inquiries into Telia.
Telia Company provides telecommunication services in the Nordic and Baltic countries, the markets of Eurasia, including Russia, Turkey and Spain. Co. has three business segments: Mobility Services, which comprises operations in Sweden, Finland, Norway, Denmark, Lithuania, Latvia, Estonia and Spain; Broadband Services, which comprises operations in Sweden, Finland, Denmark, Lithuania, Latvia (49.0%), Estonia and international carrier operations; and Eurasia, which comprises mobile operations in Kazakhstan, Azerbaijan, Uzbekistan, Tajikistan, Georgia, Moldova and Nepal. The business area also includes Co.'s shareholdings in OAO MegaFon, Russia and Turkcell Iletisim Hizmetleri A.S., Turkey.
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ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person. In general, Prosus is in compliance with the Dutch regulations relating to the organization and procedures of the AGM. Under ITEM 2 an advisory vote on the Company’s executive remuneration report is requested. ECGS notes that the total variable salary granted in the year under review, corresponding to 1062% of annual base salary, exceeds the maximum threshold under its guidelines. Accordingly, ECGS recommends to vote OPPOS...
The general meeting is convened to approve a sale of Direct Energy, Centricans North American energy supply, services and trading business, to NRG Energy for $3.625 billion in cash (equivalent to approximately £2.85 billion) on a debt free, cash free basis. We agree that the proposed cash offer is reasonable considering the current market circumstances and the group’s needs in urgent action in light of the Covid-19 impact on earnings and unbearable indebtedness. The disposal of Direct Energy will simplify the group’s structure and will allow focusing on a new strategy enabling the transition t...
Le rapport spécial des commissaires aux comptes ne comporte aucune convention, ni nouvelle, ni ancienne. L'absence de conventions au rapport spécial est, sauf opéra on non signalée aux commissaires aux comptes, le signe d'une bonne autonomie du projet de l'entreprise et d'une meilleure intégrité économique du groupe, surtout pour un groupe familial (résolution 4). Proxinvest estime que le taux d'indépendance du Conseil est très insuﬃsant (23%). Notons toutefois qu'André Delion, membre libre de conﬂits d'intérêts potentiels, assure désormais la présidence du Conseil depuis le 22 août 2019.Quan...
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. Item 2: In view of the recent events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their surviv...
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