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Expert Corporate Governance Service (ECGS)

Siemens Healthineers - AGM 11 February 2020

Item 4a: The remuneration system for the Management Board has not yet been put to shareholder approval. We urge the Company to submit the remuneration system to shareholder approval at the next AGM. In line with our guidelines we recommend to oppose the discharge of the Chairman of the Supervisory Board's Chairman's Committee in financial year 2018/2019, Michael Sen. Item 6: We recommend to oppose the election of Dr. Roland Busch to the Supervisory Board due to our concerns over the insufficient independent representation on the Board. Item 7: We recommend to oppose the proposed amendment of...

Expert Corporate Governance Service (ECGS)

TUI - AGM 11 February 2020

General: Supervisory Board member Prof. Dr. Edgar Ernst is a member of the Advisory Committee of DSW, the local partner of ECGS. This report has been prepared using standard ECGS guidelines. Item 4.17: We recommend to oppose the discharge of Supervisory Board member Carmen Riu Güell due to her insufficient attendance at Supervisory Board and committee meetings during her term of office in financial year 2018/2019. Items 8.1, 8.3 and 8.4: We recommend to oppose the election of Vladimir Lukin to the Supervisory Board due to our concerns over the insufficient independent representation on the B...

Expert Corporate Governance Service (ECGS)

Compass Group - AGM 06 February 2020

Item 2: Advisory vote on the remuneration report. The positive features of the remuneration overwhelm our moderate concerns about its quantum and the insufficient challenge of some LTI targets. The remuneration is weighted more towards rewarding long-term performance, the payout is adequately aligned with performance, and the quantum may be explained by the Compass group's strong performance. Item 13: The re-election of Mrs Vittal previously recorded a high level of total dissent of 22% due to over-boarding concerns. This year, Mrs Vittal has reduced the number of directorships which now fall...

Expert Corporate Governance Service (ECGS)

Siemens - AGM 05 February 2020

Item 6: We recommend to oppose the revised remuneration system for the Management Board due to our concerns over the structure of remuneration being paid under the system: The maximum total remuneration (excluding pension benefits and benefits in kind) may reach as much as ~643% of base salary which significantly exceeds ECGS guidelines according to which the maximum total remuneration should generally not exceed 400% of base salary.

Expert Corporate Governance Service (ECGS)

Imperial Brands - AGM 05 February 2020

Item 2: Advisory vote on the remuneration report. Despite the Board's discretion to reduce the bonus outcome, the executive remuneration level is excessive: the base salary exceeds peer medians and the total pension benefit is 30% of the CEO's base salary. This does not meet the new UK Corporate Governance Code provisions, the recommendation of the Investment Association to reduce pensions and our acceptable maximum level for the UK market. Despite challenging performance conditions, the CEO's remuneration is excessively weighted towards variable incentives. The main performance criterion - Ad...

Expert Corporate Governance Service (ECGS)

GVC Holdings - EGM 06 February 2020

Item1: the Board seeks shareholder approval to relocate the company's tax residency to the UK and consequently amend the Articles of Association. The Board believes that after recent changes to the tax regimes across a number of jurisdictions there is no longer a significant benefit in being tax resident in the Isle of Man. The proposed relocation should have no material adverse impact on the GVC group's effective tax rate or tax cash outflow for the foreseeable future. The headquarters of the GVC group's online operations will continue to be located in Gibraltar, where the group now has more...

Expert Corporate Governance Service (ECGS)

Easyjet - AGM 06 February 2020

Item 2 Advisory vote on the remuneration report: the remuneration is not over-complex, has an appropriate long-term focus and has been sufficiently justified in light of the company's specific circumstances and strategic objectives. The performance measures used in the incentive pay elements are sufficiently linked to the key performance indicators identified in the business review. There is a safety underpin for bonus. The remuneration level is acceptable, the performance conditions are challenging enough to recommend approval. Item 14: the Board welcomes Catherine Bradley CBE, a new indepen...

Expert Corporate Governance Service (ECGS)

Thyssenkrupp - AGM 31 January 2020

General: On 27 September 2019, the Supervisory Board reached an agreement with CEO Guido Kerkhoff to terminate his Management Board position by mutual consent effective 30 September 2019. On the same date, Supervisory Board Chairwoman Martina Merz was delegated from the Supervisory Board to the Management Board as CEO effective 1 October 2019 for a maximum period of twelve months. Item 4: We recommend to oppose the discharge of the Supervisory Board due to our concerns over its personnel decisions and long-term succession planning for the Management Board. Items 6.6 and 6.7: We recommend to ...

Expert Corporate Governance Service (ECGS)

Takeaway.com - EGM 09 January 2020

In general, Takeaway.com is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 2a approval of a combination with UK-based Just Eat is sought. ECGS deems it a rather bold move of Takeaway.com, a company that has never been profitable, to enter into a combination with UK-based Just Eat, which, in terms of size and complexity, is the substantially larger company of the two. Pursuant to the terms of the Offer, Takeaway.com offers 0.12111 company shares for each share held in Just Eat. On the basis of the closing p...

Expert Corporate Governance Service (ECGS)

Adyen - EGM 14 January 2020

In general, Adyen is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 2 it is proposed to re-appoint Mr. Joep van Beurden as member of the supervisory board. The proposed term of appointment of 4 years is in line with provision 2.2.2 of the Dutch Corporate Governance Code. Mr. van Beurden has been board member since 2017 and is currently chairman of the nomination and remuneration committee and member of the audit committee. He is considered independent. ECGS has no concerns over his re-appointment and accord...

Expert Corporate Governance Service (ECGS)

Investec PLC - EGM 10 February 2020

The group operates a dual listed company structure. Standard UK shareholder rights apply to Investec plc shareholders. Investec Ltd is incorporated and listed in South Africa. A Special Voting Share enables the shareholders of Investec plc to vote on the resolutions proposed at meetings of Investec Ltd. Investec proposes to approve a demerger of its Asset Management business, called “Ninety One Businessp”Under the UK legal requirements and due to the groupns duallisted company structure (DLC), the approval will be sought at a general meeting of Investec plc and a general meeting of Investec L...

Expert Corporate Governance Service (ECGS)