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Expert Corporate Governance Service (ECGS)

Unilever Plc - EGM 12 October 2020

In general, Unilever plc ("Unilever") is in compliance with the UK regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 1 approval is sought for a unification of Unilever under a single parent company: Unilever plc (i.e. Unilever NV will cease to exist). First of all, ECGS strongly endorses the strategic rationale of the (proposed) unification. It acknowledges the increased strategic flexibility and enhanced corporate governance in terms share structure and applicable regulators. Despite that the unification offers some corporate governanc...

Expert Corporate Governance Service (ECGS)

Hargreaves Lansdown - AGM 08 October 2020

Items 3 and 4: Remuneration report and policy Our concerns regarding the excessive short-term incentive overwhelm the positive features of the Hargreaves Lansdown's remuneration such as acceptable quantum and the payout adequately aligned with performance. We strongly disagree with any remuneration weighted more towards rewarding short-term performance and any LTI awards without performance conditions. Item 21: Amend the Hargreaves Lansdown Sustained Performance Plan 2017 We do not consider the proposed plan conditions satisfactory: ECGS strongly believes that the executive LTI should be su...

Expert Corporate Governance Service (ECGS)

Colruyt - EGM 08 October 2020

In general, Colruyt is compliant with the Belgian regulations relating to the organisation and procedures of an Extraordinary General Meeting. Under ITEM II.3, the board of directors seeks authorisation to increase the Company's share capital to issue shares to its employees. As a matter of principle, ECGS generally favours employee stock ownership plans since such plans help to align the interests of employees with those of their companies. However, since the authority requested is not conform to its guidelines, ECGS recommends to vote OPPOSE. In ECGS' view, ITEMS II.4 - II.8 are enabling r...

Expert Corporate Governance Service (ECGS)

Porsche Automobil Holding - AGM 02 October 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company. Porsche Automobil Holding SE has issued ordinary shares and non-voting preference shares. All ordinary shares are owned by the Porsche and Piëch families. Only the preference shares are listed on the stock exchange. Preference shares...

Expert Corporate Governance Service (ECGS)

Banca Monte dei Paschi di Siena - EGM 04 October 2020

The EGM is called to approve the demerger of Banca MPS' non-performing exposures in favour of the State-owned asset management company Amco SpA (item 2). Banca MPS' shareholders will receive Amco Class B Shares in exchange of the non-proportional cancellation of Banca MPS' shares held on the effective date of the demerger: the Ministry of Economy (68.2% of Banca MPS) will receive 90% of Amco Class B Shares, while minority shareholders will receive 10%. However, all minority shareholders will have the option not to receive Amco Class B Shares (so-called "Asymmetric Option") keeping unchanged th...

Expert Corporate Governance Service (ECGS)

Volkswagen - 30 September 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company. Item 2: We recommend to oppose the dividend proposal. The dividend is not covered by free cash flow for a ninth consecutive year. We therefore consider a dividend payment inappropriate at this time, especially taking into account pos...

Expert Corporate Governance Service (ECGS)

Diageo - AGM 28 September 2020

Elections to the Board Two Non-Executive Directors will join the Board. Sir John Manzoni was appointed Non-Executive Director from 1 October 2020 and Valérie Chapoulaud-Floquet from 1 January 2021. While their appointment has been announced by Diageo, their election is not subject to shareholder approval at the 2020 AGM, which we regret strongly. We do not consider such practice being in line with the best corporate standards. Items 4 and 21: Dividend and Share buybacks In view of the recent events relating to Covid-19, ECGS considers that it is not the right moment to increase dividend and...

Expert Corporate Governance Service (ECGS)

OMV - AGM 29 September 2020

General: 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 7: Approval is sought for the remuneration policy for the Management Board and the Supervisory Board in a bundled resolution which is not considered as best practice by ECGS. While we have no concerns over the remuneration policy for...

Expert Corporate Governance Service (ECGS)

alstria office REIT - AGM 29 September 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company. alstria office REIT-AG is a German stock corporation in the legal form of a Real Estate Investment Trust (REIT), focusing solely on office properties in selected German markets. The Company's strategy is based on the ownership and ac...

Expert Corporate Governance Service (ECGS)

Colruyt - AGM 30 September 2020

In general, Colruyt is compliant with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEM 1, approval is sought for the report of the board of directors. Although the notice for the AGM was published in time, ECGS has concerns over (executive) remuneration and corporate governance at Colruyt. In view of the above, ECGS therefore recommends to vote OPPOSE to the report of the board of directors, since both remuneration and corporate governance are the two main elements of said report. Under ITEM 2, the board of directors seeks approval...

Expert Corporate Governance Service (ECGS)

Traton - AGM 23 September 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company. Item 2: Management and Supervisory Board are proposing a dividend of EUR 1.00 per share. In view of the recent events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that wou...

Expert Corporate Governance Service (ECGS)

Unilever NV - EGM 21 September 2020

In general, Unilever NV ("Unilever") is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 2 approval is sought for a unification of Unilever under a single parent company: Unilever plc (i.e. Unilever NV will cease to exist). First of all, ECGS strongly endorses the strategic rationale of the (proposed) unification. It acknowledges the increased strategic flexibility and enhanced corporate governance in terms share structure and applicable regulators. Despite that the unification offers some corporate governa...

Expert Corporate Governance Service (ECGS)

Pearson - EGM 18 September 2020

Andy Bird will succeed the CEO John Fallon from 19 October 2020 under the condition to approve his generous remuneration package. To attract the former Disney executive used to double-digit million remunerations, Pearson proposes a new co-investment plan. This will stop the gap in remunerations between the CEOns appointment and the first vesting of the normal LTIP in three years. The co-investment award will vest in three equal tranches at the FYE in 2021, 2022 and 2023 and will be subject to performance underpins and continued employment. Under this plan, Andy Bird will invest 300% of his ba...

Expert Corporate Governance Service (ECGS)

Campari Group - EGM 18 September 2020

On 1 July 2020, Campari changed its country of incorporation from Italy to the Netherlands, in order to allow the allocation of an increased number of voting rights to registered shareholders: 2 votes per ordinary share held in the "Loyalty Register" for 2 years (through the allocation of Special Voting Shares A), 5 votes after 5 years (through Special Voting Shares B) and 10 votes per share after 10 years (through Special Voting Shares C). In item 3, it is proposed to authorize the Board of Directors to create a new class of shares, named "Special Ordinary Shares" granting 20 votes each, thr...

Expert Corporate Governance Service (ECGS)

Auto Trader Group - AGM 16 September 2020

Item 2: Remuneration report The entire Board had voluntarily offered to temporarily forego at least 50% of their salaries or Board fees from April until July 2020. The Chairman and the Senior Independent Director have waived 100% of their fees and the Executive Directors had also requested that their annual FY19/20 bonus be waived. The Committee also decided to suspend the annual bonus for FY20/21. The LTI award will be reduced by c.30% for the CEO and c.10% for the CFO and COO and entirely based on the Companyns TSR performance compared to the FTSE350 index. We commend this decision which wi...

Expert Corporate Governance Service (ECGS)

Bouygues - AGM 4 September 2020

Item 1: On 1 April 2020, the company reviewed its objectives and decided not to propose a dividend because of Covid-19 health crisis. With a view to being a responsible long-term investor and in the health, economic and social context, ECGS supported the decision to postpone the distribution of dividends. Although the health crisis has not yet come to an end and the economic outlook for many sectors remains uncertain, we appreciate the fact that the company has taken the time to reflect in order to calmly assess the extent and intensity of the consequences of this crisis for its field of acti...

Expert Corporate Governance Service (ECGS)

Halma - AGM 4 September 2020

Item 3: Remuneration report The remuneration structure is satisfactory, though the actual total variable remuneration of 306% slightly exceeds our limit of 300%. However, this incentive level is very moderate in comparison with UK market practice and the group's performance. Overall, the quantum during the year was not excessive and there was sufficient alignment between the group's performance and the executives' remuneration. ECGS regrets that the CEO's excessive pension leads us to OPPOSE the approval of the remuneration report. While Halma said to be conscious that the CEO's pension "exce...

Expert Corporate Governance Service (ECGS)

Berkeley Group Holdings - AGM 4 September 2020

Item 2: Remuneration report The executive incentive consists of only LTI which performance targets raise serious concerns. They are structured in a manner to offer so-called "all-or-nothing,pay package to executives. We welcome the introduction of two additional performance conditions but do not consider them robust enough. There should be a better alignment between Berkeley's KPIs and executive remuneration. The variable remuneration of 1333% of salary leads to dramatically excessive total remuneration figures. The CEO's pay is excessive regarding the Company’s size and scale, its sector and...

Expert Corporate Governance Service (ECGS)

Ashtead Group - AGM 8 September 2020

Item 2: Remuneration report The annual bonus is based on the Group underlying pre-tax profit. No bonus was awarded for the current year as the performance target was not reached. We commend the Committee's decision not to upward it despite the unprecedented nature of the Covid-19 impact. The positive features of the remuneration overwhelm our moderate concerns mentioned above. The remuneration is weighted more towards rewarding long-term performance, the payout is adequately aligned with performance, and the quantum is not excessive. Item 5: Re-elect Brendan Horgan, CEO According to ECGS po...

Expert Corporate Governance Service (ECGS)

International Airlines Group - AGM 7 September 2020

Board changes: amid Covid-19 circumstances, Willie Walsh, CEO, delayed his retirement until the 2020 AGM date. He will be succeeded by Iberia boss Luis Gallego. The Chairman's term has reached nine years and Antonio Vázquez will retire in early January 2021, Javier Ferrán was named as his successor. For the first semester of 2020, IAGns statutory loss after tax and exceptional items has reached €3,806 million and net debt was €10,463 million. Despite the groupns effort to reduce costs, it needs to raise capital. Item 15 seeks shareholder approval to increase the capital with pre-emptive subs...

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