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Jehanne Leroy
  • Jehanne Leroy
NOKIA NOKIA CORP. (Technology)

Nokia - Assemblée Générale des actionnaires du 8 avril 2021

Le 1er aout 2020, Pekka Lundmark a remplacé Rajeev Suri en tant que Directeur général. Nous recommandons l’opposition au rapport de rémunération (résolution 10) en raison des préoccupations suivantes :- Utilisation du résultat opérationnel non-IFRS comme indicateur de performance alors que le rapport annuel indique l'utilisation du " résultat opérationnel " (trompeur).- Indemnité de départ de 5,12 millions d'euros pour l'ancien Directeur général, M. Suri, .excessive - Absence de justification d...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)

Jerónimo Martins, SGPS, S.A. - AGM 08 April 2021

In item 4, shareholders are called to a binding vote on the remuneration policy for the Corporate Bodies. Overall remuneration amounts are reasonable, but we have serious concerns over the variable remuneration structure:- it exclusively depends on annual results, without a clear alignment with long-term interests of shareholders,- the percentage of annual bonus depending on qualitative assessments (50%) is above our voting policy limit of 20%,- individual weightings of quantitative KPIs are not...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
ANIM ANIMA HOLDING (Financial Services)

Anima Holding - AGM 31 March 2021

In item 2.i, shareholders are called to a binding vote on the remuneration policy. All the performance criteria used to calculate variable remuneration are disclosed and long-term targets are quantified, but we regret that the criteria used to calculate the annual bonus are too generically disclosed. Furthermore, in our opinion the discretionary power of the Board to define the final bonus is excessive (40% of the bonus depends on qualitative assessments, plus the power to increase/decrease the ...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
NOKIA NOKIA CORP. (Technology)

Nokia - AGM 08 April 2021

On 1 August 2020, Pekka Lundmark replaced Rajeev Suri as President and CEO of Nokia. We recommend to oppose the remuneration report (item 10) due to the following concerns: • Use of non-IFRS operating profit as performance indicator while the annual report indicates the use of “operating profit” (misleading)• Excessive termination package of €5.12 M for previous CEO, Mr Suri• Lack of justification of the new CEO’s golden Hello• CEO’s total remuneration of €8.02 M (excluding golden hello) exceed...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
BEI BEIERSDORF AG (Personal & Household Goods)

Beiersdorf - AGM 01 April 2021

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 4: We recommend to oppose the discharge of the Supervisory Board due to our concerns over the determination of a separate target...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
RACE FERRARI NV (Automobiles & Parts)

Ferrari - AGM 15 April 2021

In item 2.c, shareholders are called to an advisory vote on the 2020 Remuneration Report. We regret that 33% of the long-term incentive does not depend on performance conditions (restricted shares). However, overall remuneration amounts are reasonable and executive Directors do not receive any short-term incentives. In addition, all the Directors significantly reduced their total compensation for 2020, to support initiatives related to Covid-19 pandemic, and in our opinion the executive Chairman...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
WILC FABEGE AB (Real Estate)

Fabege - AGM 25 March 2021

Under ITEMS 8c (i) - 8c (vii) discharge of the board of directors and CEO is sought. We note that, according to the proxy card, discharge from liability shall be made by separate, individual decisions for each board member. We furthermore note that to date of this report the Company’s Annual Report 2020 has NOT been published in the English language. In our view this is a substantial governance breach and not in line with Swedish as well as international best practice. Therefore, we are unwillin...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
DTE Deutsche Teleko... (Telecommunications)

Deutsche Telekom - AGM 01 April 2021

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. DSW, the local partner of ECGS, requested that an item be added to the agenda, see below for details. As DSW has also prepared this r...

DTE DEUTSCHE TELEKOM AG (Telecommunications)
Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
VOLV B Volvo AB Series... (Industrial Goods & Services)

Volvo - AGM 31 March 2021

We note 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. Under ITEM 8 the board of directors proposes to distribute an aggregate dividend of SEK 15.00 per share. The proposed dividend is NOT covered by EPS and FCF. Alternatively, we also note that Volvo has a limited amount of net debt (SEK 7.6 million) and corresponding healthy net debt to EBITDA ratio (0.2x). In addition, we note th...

VOLV B VOLVO AB SERIES B (Industrial Goods & Services)
Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)

Skandinaviska Enskilda Banken - AGM 30 March 2021

We note 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. Under ITEM 13.1 the nomination committee seeks approval of the remuneration of the board of directors. As a matter of principle, we believe that the fees of the board of directors should NOT increase year after year. In said perspective, we note that the nomination committee proposes to increase the non-executive (base) fee by a...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
THEP Thermador Group... (Industrial Goods & Services)

Thermador Groupe - Assemblée Générale des actionnaires du 6 avril 2021

Nous avons les mêmes remarques à formuler que l’année dernière : Si le Groupe Thermador semble respecter des pratiques de bonne gouvernance, notamment quant aux montants des rémunérations proposés à son PDG et à sa DGD, une nette marge d'amélioration est toutefois envisageable, à commencer par la communication faite quant aux critères de performance conditionnant ces mêmes rémunérations. De plus, le taux d'indépendance du conseil d'administration est encore trop faible au regard de nos préconis...

THEP THERMADOR GROUPE S.A. (Industrial Goods & Services)
Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
FFP FFP (Financial Services)

FFP - Assemblée Générale des actionnaires du 31 mars 2021

Le principal objet de la présente assemblée est la nomination de 2 administrateurs : Pascaline Aupepin de Lamothe Dreuzy (membre de la famille Peugeot, principal actionnaire de FFP) et Thibault de Tersant (Membre du Comité exécutif de Dassault Systèmes). En raison de manque d’indépendance du conseil (33% alors que Proxinvest recommande que la majorité des membres du conseil soient libres de tout conflit d’intérêts), nous ne soutenons pas la nomination de Mme Aupepin de Lamothe Dreuzy. Par ailleu...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
BKIA BANKIA (Banks)

Bankia SA - AGM 23 March 2021

The merger between Bankia and CaixaBank approved by their EGMs held on 1 and 3 December 2020, respectively, is still in process. The Board has deemed it appropriate to submit the re-election of 6 Directors: Mr. Goirigolzarri, Mr. Ortega, Mr. Cosmen, Mr. Feito, Mr. Fernández and Ms. González, for a 4-year term, although it is estimated that in a short period of time the merger will be completed, resulting in the extinction of Bankia and,  consequently, the automatic termination of all the mandate...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
ERIC B L.M. Ericsson T... (Technology)

Ericsson - AGM 30 March 2021

We note 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. Under ITEM 7.2 approval of the Company's first remuneration report is sought. Although we welcome the overall level of transparency of Ericsson’s remuneration report, we note that half of the LTI has a performance period of 1 year (i.e. the part related to the group operating income measure with a weighting of 50%). For the comp...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
ENC Ence Energia y ... (Basic Resources)

ENCE Energia y Celulosa - AGM 25 March 2021

The Meeting will be hybrid: held both in person and remotely. All pertinent information is included in Ence’s website, including attendance and voting means (telematic, in person, by proxy or direct). We have serious concerns over the composition of the Board: Ence only has 5 independent Directors (38.5%), as well as 5 proprietary Directors (38.5%), 2 other external and 1 executive. For these reasons, we oppose the re-election of non-independent Director in items 5.B to 5.E, and support those o...

ENC ENCE ENERGIA Y CELULOSA SA (Basic Resources)
Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
OLVAS Olvi Oyj Series... (Food & Beverage)

Olvi - AGM 31 March 2021

We note 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. Under ITEM 8 the board of directors proposes to distribute a dividend per share of EUR 1.10. In view of the Company’s results and given that the proposed dividend is covered by free cash flow and EPS as well as in accordance with the Company’s dividend policy, we recommend to vote FOR. Under ITEM 12 the (re-)election of the boa...

OLVAS OLVI OYJ SERIES A (Food & Beverage)
Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
TITR Telecom Italia ... (Telecommunications)

Telecom Italia - AGM 31 March 2021

In item 3 and item 4, shareholders are called to approve the 2020-2022 remuneration policy and the remuneration paid in 2020 (non-binding), respectively. The quality of disclosure is very good, as all performance conditions are disclosed, long-term targets are quantified and a detailed description of the level of achievement of short-term targets is provided. The maximum variable remuneration of the CEO slightly exceeds our voting policy limit of 300% of base salary (350%), but in our opinion it...

TITR TELECOM ITALIA RSP (Telecommunications)
Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
TYRES NOKIAN TYRES (Automobiles & Parts)

Nokian Tyres - AGM 30 March 2021

We note 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. Under ITEM 8 the board of directors proposes to distribute a dividend per share of EUR 1.20. The (proposed) dividend is covered by FCF (approx. EUR 1.97 per share), but NOT entirely by EPS. On the other hand, we note that Nokian Tyres has a strong balance sheet (solvency of 65%) and a net cash position (EUR 17 million). In addit...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)
CPR CAMPARI (Food & Beverage)

Campari Group - AGM 08 April 2021

In item 2.b, shareholders are called to an advisory vote on the 2020 Remuneration Report. The quality of disclosure is good and overall remuneration amounts are reasonable. However, concerns may arise over the discretionary increase of the 2020 bonus above the actual achievement (30.8% of the on-target bonus was paid despite 22.7% of targets achieved). The stock option plan is not based on any performance conditions, and the CEO's annual bonus is capped at 180% of his base salary, which is above...

Expert Corporate Governance Service (ECGS)
  • Expert Corporate Governance Service (ECGS)

Banco Sabadell - AGM 25 March 2021

In item 8, it is proposed to approve the new Remuneration Policy for the 2021-2023 period. We commend the decision to include ESG metrics for the calculation of variable remuneration, as well as the reclassification of the Chairman as non-executive. However, we regret that his salary will remain at €1.7 million per year. Furthermore, we have concerns over the structure of executive variable remuneration that is more focused on short- than long-term targets. Therefore, we recommend that sharehold...

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