Voting report Legal & General Investment Management

Transcription

1 July 2018 Europe Voting Report Voting report Legal & General Investment Management No warranty is given and no representation is made regarding the accuracy or completeness of the content of this report, and no liability or responsibility is accepted for the information contained in this report. Registered Offce: Legal & General Investment Management Limited One Coleman Street London EC2R 5AA +44 (0) Authorised and Regulated by the Financial Conduct Authority Copyright Legal & General Investment Management 2018

2 Summary Report Jyske Bank A/S Meeting Date: 07/03/2018 Country: Denmark Meeting Type: Special Primary Security ID: K Ticker: JYSK Primary ISIN: DK Number Text Proponent Rec Instruction 1 Approve Special Dividends of DKK 5.89 Per Share 2 Approve DKK 42.1 Million Reduction in Share Capital via Share Cancellation 3 Other Business Altice Europe N.V. Meeting Date: 07/10/2018 Country: Netherlands Meeting Type: Special Primary Security ID: N0R25F103 Ticker: ATC Primary ISIN: NL Number Text Proponent Rec Instruction Special Meeting Agenda 1 Open Meeting 2.a Elect Alain Weill as Executive Director 2.b Elect Natacha Marty as Executive Director 2.c Elect Thierry Sauvaire as Non-Executive Director 3.a Amend Remuneration Policy of the Board of Directors Blended Rationale: A vote AGAINST Items 3.a, 3.c, 3.d and 3.f is warranted because the proposed amendments will allow the executive and non-executive directors to receive discretionary bonuses which is in deviation of the remuneration policy and best market practices.a vote against is applied as LGIM expects remuneration to be measured over at least a 3 year performance period. We encourage a period longer than 3 years to be set, excluding any holding period to align with long-term value creation. 3.b Amend Remuneration of Dennis Okhuijsen 3.c Approve Remuneration of Alain Weill Blended Rationale: A vote AGAINST Items 3.a, 3.c, 3.d and 3.f is warranted because the proposed amendments will allow the executive and non-executive directors to receive discretionary bonuses which is in deviation of the remuneration policy and best market practices.

3 Summary Report Altice Europe N.V. Number Text Proponent Rec Instruction 3.d Approve Remuneration of Natacha Marty Blended Rationale: A vote AGAINST Items 3.a, 3.c, 3.d and 3.f is warranted because the proposed amendments will allow the executive and non-executive directors to receive discretionary bonuses which is in deviation of the remuneration policy and best market practices. 3.e Approve Remuneration of Thierry Sauvaire 3.f Approve Remuneration of Non-Executive Directors Blended Rationale: A vote AGAINST Items 3.a, 3.c, 3.d and 3.f is warranted because the proposed amendments will allow the executive and non-executive directors to receive discretionary bonuses which is in deviation of the remuneration policy and best market practices. 4 Other Business (Non-Voting) 5 Close Meeting HAPAG-LLOYD AG Meeting Date: 07/10/2018 Country: Germany Meeting Type: Annual Primary Security ID: D3R03P128 Ticker: HLAG Primary ISIN: DE000HLAG475 Number Text Proponent Rec Instruction 1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting) 2 Approve Allocation of Income and Dividends of EUR 0.57 per Share 3 Approve Discharge of Management Board for Fiscal Approve Discharge of Supervisory Board for Fiscal Ratify KPMG AG as Auditors for Fiscal Elect Turqi Abdulrahman A. Alnowaiser to the Supervisory Board

4 Summary Report Fielmann AG Meeting Date: 07/12/2018 Country: Germany Meeting Type: Annual Primary Security ID: D2617N114 Ticker: FIE Primary ISIN: DE Number Text Proponent Rec Instruction 1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting) 2 Approve Allocation of Income and Dividends of EUR 1.85 per Share 3 Approve Discharge of Management Board for Fiscal Approve Discharge of Supervisory Board for Fiscal Ratify Deloitte GmbH as Auditors for Fiscal 2018 Investment AB Kinnevik Meeting Date: 07/16/2018 Country: Sweden Meeting Type: Special Primary Security ID: W5139V109 Ticker: KINV B Primary ISIN: SE Number Text Proponent Rec Instruction 1 Open Meeting 2 Elect Chairman of Meeting 3 Prepare and Approve List of Shareholders 4 Approve Agenda of Meeting 5 Designate Inspector(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting 7 Approve Distribution of All of Company's Shares in MTG to Company's Shareholders 8 Close Meeting

5 Summary Report Alstom Meeting Date: 07/17/2018 Country: France Meeting Type: Annual/Special Primary Security ID: F0259M475 Ticker: ALO Primary ISIN: FR Number Text Proponent Rec Instruction Ordinary Business 1 Approve Financial Statements and Statutory Reports 2 Approve Consolidated Financial Statements and Statutory Reports 3 Approve Allocation of Income and Dividends of EUR 0.35 per Share 4 Approve Transaction with Bouygues SA Re: Strategic Combination of Alstom and Siemens Mobility Business 5 Approve Transaction with Rothschild and Cie Re: Financial Adviser in Connection with Transaction Above Blended Rationale: A vote AGAINST this proposal is warranted as:- The transaction entered into with Rothschild & Cie raises a risk of conflict of interests and impairs the independence of a non-executive director (Klaus Mangold).- There is no compelling rationale justifying that the transaction has been concluded in shareholders' interests; and- The information around the pricing is vague. 6 Reelect Olivier Bouygues as Director 7 Reelect Bouygues SA as Director Blended Rationale: A vote against is applied as this director is not considered independent and sits on key board committees.a vote against is applied as the nominee is a corporate entity. LGIM believes the individual appointment of directors is an essential shareholder right. 8 Reelect Bi Yong Chungunco as Director 9 Elect Baudouin Prot as Director 10 Elect Clotilde Delbos as Director 11 Approve Remuneration Policy of Chairman and CEO 12 Approve Compensation of Chairman and CEO Blended Rationale: A vote against is applied as the level of disclosures in respect of performance conditions does not allow shareholders to make a fully informed assessment of remuneration:- The level of information around the bonus policy still lacks elements that allow the determination of excessive payouts, notably performance achievement thresholds. - In addition, the board would have significant discretion in changing the performance conditions of the performance share award following the conclusion of the transaction with Siemens, with a low level of information on key elements like the nature of the performance conditions to be implemented. Extraordinary Business

6 Summary Report Alstom Number Text Proponent Rec Instruction 13 Approve Contribution in Kind from Siemens France Holding; Issue Shares to Remunerate the Contribution in kind 14 Approve Contribution in Kind from Siemens Mobility Holding; Issue Shares to Remunerate the Contribution in kind 15 Change Company Name to Siemens Alstom and Amend Article 2 of Bylaws Accordingly 16 Change Fiscal Year End to Sept. 30 and Amend Article 19 of Bylaws Accordingly 17 Remove Double-Voting Rights for Long-Term Registered Shareholders and Amend Article 15 of Bylaws Accordingly 18 Pursuant to Items Above and Below, Adopt New Bylaws 19 Approve Spin-Off Agreement with Alstom Holdings Re: Alstom Contribution Agreement 20 Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights, and/or Capitalization of Reserves, up to Aggregate Nominal Amount of EUR 510 Million Before Completion of the French and Luxembourg Contribution and EUR 1,040 Million After 21 Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 155 Million Before Completion of the French and Luxembourg Contribution and EUR 315 Million After 22 Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 155 Million Before Completion of the French and Luxembourg Contribution and EUR 315 Million After 23 Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind 24 Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Above 25 Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 26 Authorize Capital Increase of Up to EUR 155 Million Before Completion of the French and Luxembourg Contribution and EUR 315 Million After, for Future Exchange Offers

7 Summary Report Alstom Number Text Proponent Rec Instruction 27 Authorize Issuance of Equity upon Conversion of a Subsidiary's Equity-Linked Securities for Up to EUR 155 Million Before Completion of the French and Luxembourg Contribution and EUR 315 Million After 28 Authorize Decrease in Share Capital via Cancellation of Repurchased Shares 29 Authorize Capital Issuances for Use in Employee Stock Purchase Plans 30 Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of the Group's Subsidiaries 31 Authorize up to 5 Million Shares for Use in Restricted Stock Plans Ordinary Business 32 Authorize Repurchase of Up to 10 Percent of Issued Share Capital 33 Approval of Exceptional Reserves and/or Premiums Distributions for an Amount of EUR 4 per Share (Distribution A) and of up to EUR 4 per Share (Distribution B) 34 Elect Henri Poupart-Lafarge as Director 35 Reelect Yann Delabriere as Director 36 Reelect Baudouin Prot as Director 37 Reelect Clotilde Delbos as Director 38 Elect Sylvie Kande de Beaupuy as Director 39 Elect Roland Busch as Director 40 Elect Sigmar H. Gabriel as Director 41 Elect Janina Kugel as Director 42 Elect Christina M. Stercken as Director 43 Elect Ralf P. Thomas as Director 44 Elect Mariel von Schumann as Director 45 Approve Non-Compete Agreement with Henri Poupart-Lafarge Blended Rationale: A vote AGAINST this proposal is warranted as:- There is a lack of disclosure around the determination of a significant cash payment to be granted to the future CEO in title of a previously defined benefits pension scheme, while he is still far from the legal retirement age; and- The award of a non-compete agreement, which by definition is not subject to performance condition, constitutes a significant post-mandate advantage (vs. the previous termination package partially subject to the achievement of performance conditions) that is not justified by a compelling rationale.

8 Summary Report Alstom Number Text Proponent Rec Instruction 46 Approve Remuneration Policy of CEO, Following Completion Date of Contributions Blended Rationale: A vote against is applied as the proposed policy would significantly increase total pay.a vote against is applied as the level of disclosures in respect of performance conditions does not allow shareholders to make a fully informed assessment of remuneration. 47 Approve Remuneration Policy of Chairman of the Board, Following Completion Date of Contributions 48 Authorize Filing of Required Documents/Other malities Industria de Diseno Textil (INDITEX) Meeting Date: 07/17/2018 Country: Spain Meeting Type: Annual Primary Security ID: E6282J125 Ticker: ITX Primary ISIN: ES Number Text Proponent Rec Instruction 1 Approve Standalone Financial Statements 2 Approve Consolidated Financial Statements and Discharge of Board 3 Approve Allocation of Income and Dividends 4.a Reelect Rodrigo Echenique Gordillo as Director 4.b Elect Pilar Lopez Alvarez as Director 5 Approve Remuneration Policy 6 Renew Appointment of Deloitte as Auditor 7 Advisory on Remuneration Report 8 Authorize Board to Ratify and Execute Approved Resolutions Suedzucker AG Meeting Date: 07/19/2018 Country: Germany Meeting Type: Annual Primary Security ID: D Ticker: SZU Primary ISIN: DE

9 Summary Report Suedzucker AG Number Text Proponent Rec Instruction 1 Receive Financial Statements and Statutory Reports for Fiscal 2017/18 (Non-Voting) 2 Approve Allocation of Income and Dividends of EUR 0.45 per Share 3 Approve Discharge of Management Board for Fiscal 2017/18 4 Approve Discharge of Supervisory Board for Fiscal 2017/18 5 Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2018/19 6 Amend Articles Re: Legal m of Shares Remy Cointreau Meeting Date: 07/24/2018 Country: France Meeting Type: Annual/Special Primary Security ID: F7725A100 Ticker: RCO Primary ISIN: FR Number Text Proponent Rec Instruction Ordinary Business 1 Approve Financial Statements and Statutory Reports 2 Approve Consolidated Financial Statements and Statutory Reports 3 Approve Allocation of Income and Dividends of EUR 1.65 per Share 4 Approve Stock Dividend Program 5 Approve Auditors' Special Report on Related-Party Transactions Blended Rationale: A vote AGAINST Item 5 is warranted because the company failed to provide sufficient information with respect to a transaction dealing with consulting services provided by the majority shareholder. It is therefore not possible to ascertain that the continuation of this agreement is in shareholders' interests. 6 Approve Additional Pension Scheme Agreement with Marc Heriard-Dubreuil, Chairman of the Board

10 Summary Report Remy Cointreau Number Text Proponent Rec Instruction 7 Approve Termination Package of Valerie Chapoulaud-Floquet, CEO Blended Rationale: A vote AGAINST Item 7 is warranted because the severance package falls short of market practice as the disclosure is not sufficient on performance criteria and total amount package could exceed two years of gross remuneration. The combination with an additional pension scheme is not excluded. 8 Approve Additional Pension Scheme Agreement with Valerie Chapoulaud-Floquet, CEO Blended Rationale: A vote AGAINST Item 8 is warranted the additional pension scheme granted to the CEO falls short of market practice as the annual rights increase is not disclosed. 9 Approve Transaction with Orpar SA Re: Current Account Agreement 10 Reelect Francois Heriard Dubreuil as Director Against Blended Rationale: A vote against is applied as we have concerns around this director's tenure.a vote against is applied as this director is not considered independent and sits on key board committees. 11 Reelect Bruno Pavlovsky as Director 12 Reelect Jacques-Etienne de T Serclaes as Director Blended Rationale: A vote against is applied as we have concerns around this director's tenure. A vote against is applied as this director is not considered independent and sits on key board committees. 13 Elect Guylaine Saucier as Director 14 Appoint Price Waterhouse Coopers as Auditor 15 Approve Remuneration of Directors in the Aggregate Amount of EUR 550, Approve Remuneration Policy of Chairman of the Board 17 Approve Remuneration Policy of CEO Blended Rationale: A vote AGAINST this remuneration policy is warranted because:- The CEO's base salary for FY18/19 is not disclosed;- The company fails to disclose a cap on the annual bonus and the LTIP plan; and- The company does not specify a policy for exceptional payments. 18 Approve Compensation of Francois Heriard Dubreuil, Chairman of the Board until Sept. 30, Approve Compensation of Marc Heriard Dubreuil, Chairman of the Board since Oct. 1, Approve Compensation of Valerie Chapoulaud-Floquet, CEO Blended Rationale: A vote AGAINST this remuneration report is warranted because:- There is no rationale to support the relocation allowance while it still amounts 14.7 percent of the CEO's fixed remuneration;- It is impossible to determine the weighting of qualitative criteria at cap level, which could be more than 50 percent of the bonus;- The company does not provide the cap and achievement levels for each performance criterion;- The CEO received an exceptional remuneration amounting to EUR 60,000 and the company failed to provide a compelling rationale. This exceptional remuneration was not foreseen under the remuneration policy proposed at the 2017 AGM; and- There is no information on the potential increase in the number of shares attributable to the CEO if the company ranks within the three first places of its peer group at the end of the performance period.

11 Summary Report Remy Cointreau Number Text Proponent Rec Instruction 21 Authorize Repurchase of Up to 10 Percent of Issued Share Capital Blended Rationale: This resolution warrants a vote AGAINST as the share repurchase program can be continued during a takeover period. Extraordinary Business 22 Authorize Decrease in Share Capital via Cancellation of Repurchased Shares 23 Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 20 Million Blended Rationale: s AGAINST Items 23 to 28 are warranted as the possibility of use during a takeover period is not excluded. 24 Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Million Blended Rationale: s AGAINST the authorizations under Items 24 to 27 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.s AGAINST Items 23 to 28 are warranted as the possibility of use during a takeover period is not excluded. 25 Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements Blended Rationale: s AGAINST the authorizations under Items 24 to 27 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.s AGAINST Items 23 to 28 are warranted as the possibility of use during a takeover period is not excluded. 26 Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights Blended Rationale: s AGAINST the authorizations under Items 24 to 27 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.items 26 and 27 warrant votes AGAINST because the maximum discount allowed (10 percent) goes beyond the acceptable limit of 5 percent.s AGAINST Items 23 to 28 are warranted as the possibility of use during a takeover period is not excluded. 27 Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Above Blended Rationale: s AGAINST the authorizations under Items 24 to 27 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.items 26 and 27 warrant votes AGAINST because the maximum discount allowed (10 percent) goes beyond the acceptable limit of 5 percent.s AGAINST Items 23 to 28 are warranted as the possibility of use during a takeover period is not excluded. 28 Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind Blended Rationale: s AGAINST Items 23 to 28 are warranted as the possibility of use during a takeover period is not excluded. 29 Authorize Capitalization of Reserves of Up to EUR 20 Million for Bonus Issue or Increase in Par Value Blended Rationale: This resolution warrants a vote AGAINST as it could be used during a takeover period.

12 Summary Report Remy Cointreau Number Text Proponent Rec Instruction 30 Authorize up to 2 Percent of Issued Capital for Use in Restricted Stock Plans Blended Rationale: A vote AGAINST this resolution is warranted because:- No information is available on the existence of performance conditions. Even though performance conditions are attached to the past restricted stock plans, it cannot be ascertained that it would be the case for future ones.- The vesting period is not sufficiently long-term oriented; and- The performance period is not disclosed. 31 Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plans Blended Rationale: A vote AGAINST this resolution is warranted because:- No information is available on the existence of performance conditions.- The vesting period is not disclosed; and- The performance period is not disclosed. 32 Authorize Capital Issuances for Use in Employee Stock Purchase Plans 33 Ratify Amendment of Article 22 of Bylaws to Comply with Legal Changes Re: Alternate Auditors 34 Authorize Filing of Required Documents/Other malities Abertis Infraestructuras S.A Meeting Date: 07/25/2018 Country: Spain Meeting Type: Special Primary Security ID: E0003D111 Ticker: ABE Primary ISIN: ES Number Text Proponent Rec Instruction 1 Approve Delisting of Shares from the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges 2 Approve Reduction in Share Capital via Amortization of Treasury Shares 3 Authorize Share Repurchase and Capital Reduction via Amortization of Repurchased Shares 4.1 Ratify Appointment of and Elect Marcelino Fernandez Verdes as Director 4.2 Ratify Appointment of and Elect Peter-Wilhelm Sassenfeld as Director

13 Summary Report Abertis Infraestructuras S.A Number Text Proponent Rec Instruction 4.3 Ratify Appointment of and Elect Wilhelm Nikolaus Franziskus Pius Graf Von Matuschka as Director 4.4 Ratify Appointment of and Elect Jose Ignacio Legorburo Escobar as Director 4.5 Ratify Appointment of and Elect Angel Manuel Muriel Bernal as Director 4.6 Ratify Appointment of and Elect Peter Hubert Coenen as Director 4.7 Ratify Appointment of and Elect Georg Johannes von Bronk as Director 4.8 Ratify Appointment of and Elect Javier Carreno Orgaz as Director 4.9 Ratify Appointment of and Elect Rudolf Christian Ferdinand Braunig as Director 4.10 Ratify Appointment of and Elect Mischa Bastian Horstmann as Director 5 Authorize Board to Ratify and Execute Approved Resolutions