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

Vestas Wind Systems April 03rd, 2019

In general, Vestas is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 4.2a, it is proposed to re-appoint Mr. Bert Nordberg as Chairman of the board of directors. Although he is considered independent, ECGS notes that Mr. Nordberg is currently chairing the Company's nomination- and remuneration committee, which is not in accordance with its guidelines. ECGS furthermore notes a lack of female representation (25%) on the board and based on its guidelines the re-election of the chairman of the nomination committee is the most appropriate agenda item to express such concerns. Based on the above, ECGS normally would have recommneded opposition. However, considering that the proxy card does not permit this, it recommends abstention instead. ECGS furthermore has concerns over the aggregate time commitments of Mr. Carsten Bjerg (ITEM 4.2c), proposed new nominee Ms. Eva Berneke (ITEM 4.2d) and Mr. Henrik Andersen (ITEM 4.2f). Therefore, ECGS normally would have recommended opposition.  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 statutory auditor. In light of the substantial amount of non-audit fees as well as the current term in office of the auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Finally, under ITEM 7.2, the board of directors seeks authorisation to repurchase own shares. Although the requested authority as such meets its guidelines, ECGS notes that the Company uses "per share" performance conditions and does not state whether the impact of these share repurchases will be neutralized. As Vestas has a history of share buybacks, ECGS cannot rule out the possibility that executive compensation has been impacted. ECGS therefore recommends to vote OPPOSE.

Vestas Wind Systems A/S

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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