Voestalpine – EGM 1 July 2020
Warning: The AGM is to be held in the form of a virtual AGM in accordance with the
Austrian COVID-19 Company Law Act and COVID-19 Company Law Regulation. The
physical presence of shareholders or their authorised proxies is not possible. The voting
rights may therefore be exercised solely by granting authority to the special proxies
designated by the Company.
Item 6: The remuneration system for the Management Board members is subject to
shareholder approval. We have the following concerns about the proposed remuneration
system: Disclosure is below market practice, the maximum short-term incentive may
reach as much as 250% of base salary for the CEO which exceeds our guidelines and
there is no long-term incentive (LTI) in place. Finally, we consider the information
provided by the Company as insufficient to determine whether the pay for performance
principle is followed as especially target figures and certain performance benchmarks are
not sufficiently disclosed. We therefore recommend to oppose the approval of the
remuneration system for the Management Board members.
Item 7: We recommend to oppose the approval of the remuneration system for the
Supervisory Board members as the compensation received is completely variable. ECGS
is opposed to performance-based remuneration for Supervisory Board members as we
consider variable remuneration for non-executives may impair independence and may
inhibit objective reviews of strategy.
voestalpine is engaged in the production, processing, and distribution of materials made of steel and in research and development in the areas of metallurgy, metal processing, and materials technology. Co.'s steel division focuses on the production and processing of flat steel products. Co.'s special steel division is involve in tool steel and high-speed steel. Co.'s metal engineering division is engaged in turnout technology, rails and treated wire, and tubes. Co.'s metal forming division is involve in tube products and precision strip steel as well as pre-finished system components. Co.'s other activities include heavy plate production, a foundry, and a number of downstream processes.
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