TUI - AGM 11 February 2020
General: Supervisory Board member Prof. Dr. Edgar Ernst is a member of the Advisory Committee of DSW, the local partner of ECGS. This report has been prepared using standard ECGS guidelines.
Item 4.17: We recommend to oppose the discharge of Supervisory Board member Carmen Riu Güell due to her insufficient attendance at Supervisory Board and committee meetings during her term of office in financial year 2018/2019.
Items 8.1, 8.3 and 8.4: We recommend to oppose the election of Vladimir Lukin to the Supervisory Board due to our concerns over the insufficient independent representation on the Board. Furthermore, we recommend to oppose the election of María Garaña Corces and Ingrid-Helen Arnold due to concerns over aggregate time commitments.
Item 9: Approval is sought for the amended remuneration system for the Management Board which is applicable since financial year 2019/2020. The amended remuneration system is considered as a deterioration compared to the previously existing remuneration system due to a reduction of the number of performance criteria for the annual bonus and the long-term incentive. Furthermore, we have concerns over the structure of the potential maximum level of remuneration that may be paid to Management Board members: The maximum total remuneration (excluding pension benefits and benefits in kind) is capped at EUR 7.5m for the CEO (~682% of base salary) which significantly exceeds ECGS guidelines according to which the maximum total remuneration should generally not exceed 400% of base salary. We therefore recommend to oppose the amended remuneration system for Management Board members.
TUI is engaged in the tourism business, operating in some 180 countries. Co.'s segments include Hotels & Resorts, Cruises and Other Tourism. The Hotels & Resorts segment comprises all Group-owned hotels and hotel companies in TUI Group. The segment comprises majority participations in hotels, joint ventures with local partners, stakes in companies. The Cruises segment consists of Hapag-Lloyd Cruises and the joint venture TUI Cruises. Other Tourism segment comprises central functions such as destination services, IT, aviation control and the French airline Corsair.
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