In general, Tomra Systems ("Tomra") is in compliance with the Norwegian regulations relating to the organisation and procedures of the Annual General Meeting.Under ITEM 7 and ITEM 8, shareholders are called to approve, respectively, the remuneration guidelines (advisory vote) and the long-term incentive scheme (binding vote). Even though beneficiaries are required to invest 25% of the long-term incentive in Tomra shares, the incentive is 100% paid in cash and it depends on only one absolute performance metric (EPS). ECGS is not in favour of "cash-based" long-term incentives, and it considers that variable remuneration schemes should be based on a variety of performance conditions. Therefore, ECGS recommends to vote OPPOSE.
Under ITEM 10, it is proposed to increase by approximately 10% the annual compensation of shareholder-elected Board members. As a matter of principle, ECGS believes that the fees of the Board of Directors should NOT increase year after year, and it also notes that the Company's non-executive fees are at the upper level of Norwegian market practice. Therefore, ECGS recommends to vote OPPOSE.
Under ITEM 14, the AGM is called to approve the auditor's remuneration. Although no concerns arise over the level of non-audit fees, ECGS notes that KPMG has been in office for at least 13 years and there is no disclosure to suggest that the current mandate has been tendered in the past. As such the current term in office is not in accordance with its guidelines, ECGS recommends to vote OPPOSE.
Under ITEM 15, The Board of Directors seeks authorization to repurchase up to maximum 500,000 own shares (0.3% of the share capital), to be exclusively used to cover long-term incentive schemes. Even though the terms of the authorization meet its guidelines, ECGS notes that the Company's long-term incentive exclusively depends on EPS. As concerns may arise over the possibility to use share buy-backs to increase EPS, and therefore the executive variable remuneration, ECGS recommends to vote OPPOSE.
Tomra Systems is a creator of sensor-based solutions for optimal resource productivity within the business streams of reverse vending, material recovery, compaction, recycling, mining, and food. Co.'s operating structure comprises two business areas and six business streams. The TOMRA Collection Solutions businesss area consists of three business streams: reverse vending, material recovery, as well as compaction. The TOMRA Sorting Solutions, business area consists of three business streams: food, recycling, and mining.
Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.
Proxinvest main services are :
Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.
Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.
As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide.
Unfortunately, this report is not available for the investor type or country you selected.
Browse all ResearchPool reportsReport is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.