ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.
In general, Volvo is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEMS 12.1-12.11, the (re-)election of the board of directors is proposed.In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Ms. Martina Merz (ITEM 12.8).
Under ITEM 14 it is proposed to establish an 'external' nomination committee. As a matter of principle, ECGS is NOT in favour of external nomination committees that concentrate the nomination powers in the hands of the largest shareholders. On the other hand, ECGS also notes that external nomination committees are standard practice in the Swedish market. However, one of the fundamental core tasks of a nomination committee is providing a suitable composition of the board of directors. With regard to the latter, ECGS notes that there are currently only four women serving on the board, which is below its threshold regarding gender diversity. Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 15 the board of directors seeks approval of the Company's remuneration guidelines. As the proposed remuneration structure is NOT in line with its guidelines, ECGS recommends to vote OPPOSE.
Under ITEM 17a authority is sought for a capital reduction by cancellation of part of its holding of treasury shares. In ECGS'view, a reduction of share capital by cancellation of shares is a technical issue that does not negatively impact shareholder interests. As a matter of principle, ECGS will only oppose share cancellations which significantly deplete cash flow provided that a company is not able to pay a dividend. However, whereas ECGS acknowledges that the company is currently well capitalised, it considers that it should wait until next year to cancel its repurchased shares. In case there is a further eterioration of the market, Volvo could decide to re-issue the treasury shares to strengthen its capital base. Therefore, ECGS recommends to OPPOSE.
Under ITEM 17b authorisation is sought for a bonus issue. In ECGS's view a bonus issue is (value) neutral. As such the proposal has no significant impact for shareholders, rather than alterations of the Company's share capital and nominal value. However, since ECGS notes that resolutions 17a-17b shall be adopted as a joint resolution, it has no other option here than recommending to vote OPPOSE.
Finally, ITEM 18 is a proposal made by a shareholder. ECGS does not support the proposal and therefore 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 :
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.
Unfortunately, this report is not available for the investor type or country you selected.
Browse all ResearchPool reportsReport is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.