Vestas Wind Systems – AGM 07 April 2020
In general, Vestas Wind Systems ("Vestas") is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEMS 4a-4h the (re-)election of the board of directors is proposed.
In view of concerns over aggregate time commitments, ECGS normally would have recommended to vote OPPOSE to the (re-)election of: Mr. Bert Nordberg (ITEM 4b), Mr. Carsten Bjerg (ITEM 4d) and Ms. Eva Berneke (ITEM 4e). However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 6 the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company's external auditor. In light of the substantial amount of non-audit fees as well as the current term in office of the external auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Finally, under ITEM 7.4, the board of directors seeks authorisation to repurchase own shares. Although the authority requested would meet its guidelines, ECGS notes that Vestas uses ³per share´performance metrics (under its LTIP) and does NOT state whether the impact of these share repurchases will be neutralized. Since the Company has a history of share buy-backs, ECGS cannot exclude the possibility that executive compensation has been impacted. ECGS therefore recommends to vote OPPOSE.
Vestas Wind Systems is an industrial machinery and equipment manufacturing company based in Denmark. Co. is engaged in the production of wind turbines. Co.'s main activities comprise development, manufacture, sale, marketing and maintenance of installations that use wind energy to generate electricity. Co. supplies products, from individual turbines to the delivery of turnkey wind power installations globally. Co. supplies guidance services to its customers in connection with the development, financing and ownership of wind turbine projects. Co.'s main customers are utilities and energy companies.
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