Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Veoneer - AGM 08 May 2019

Veoneer is a company headquartered in Stockholm, Sweden, and incorporated in the State of Delaware, USA. It was spun-off from Autoliv Inc in June 2018. In general, Veoneer is in compliance with the regulations of Delaware relating to the organization and procedures of the Annual General Meeting.

Under ITEM 2, shareholders are called to an advisory vote on the executive compensation. ECGS strongly regrets that 25% of the long-term incentive does not depend on any performance conditions and the policy specifically allows accelerated vesting of long-term incentives in the event of a change in control of the Company. Also taking into account that termination payments may substantially exceed the market practice in Sweden, ECGS recommends to vote OPPOSE.

Under ITEM 4, the Board asks for an advisory vote on whether to maintain staggered elections of Directors. Although staggered elections may allow continuity and encourage long-term approach of Directors, they may represent an anti-takeover defence, because a hostile bidder would need at least 2 AGMs to gain the control of the Board. Furthermore, the elimination of the classified Board structure would allow shareholders to evaluate Directors on an annual basis. Therefore, ECGS recommends to vote OPPOSE.

Under ITEM 5, the Board asks for an advisory vote on whether to retain the Delaware exclusive forum in Veoneer's Certificate of Incorporation. As the elimination of the exclusive forum provision would allow shareholders to choose the forum in which to assert claims of wrongdoing, ECGS recommends to vote OPPOSE.

Under ITEM 6, the Board proposes to re-appoint Ernst & Young as external auditor. Although the level of fees does not give rise to concerns, EY has been the auditor of the former parent company Autoliv for the last 34 years. As concerns may arise over the long-standing relationship between the auditor and the management of the Company, ECGS recommends to vote OPPOSE.



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 :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

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. 

Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch