Voting report Legal & General Investment Management

Transcription

1 December 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 2019

2 Coloplast A/S Meeting Date: 12/05/2018 Country: Denmark Meeting Type: Annual Primary Security ID: K Ticker: COLO.B Primary ISIN: DK Number Text Proponent Rec Instruction 1 Receive Report of Board 2 Accept Financial Statements and Statutory Reports 3 Approve Allocation of Income and Dividends 4.1 Approve Creation of DKK 15 Million Pool of Capital without Preemptive Rights 4.2 Authorize Share Repurchase Program 5.1 Reelect Niels Peter Louis-Hansen as Director (Deputy Chairman) 5.2 Reelect Birgitte Nielsen as Director 5.3 Reelect Carsten Hellmann as Director 5.4 Reelect Jette Nygaard-Andersen as Director 5.5 Reelect Jorgen Tang-Jensen as Director 5.6 Elect Lars Soren Rasmussen as New Director Abstain Blended Rationale: A vote against is applied as LGIM expects the Board Chair to be independent at the time of appointment and therefore does not support a company's outgoing CEO taking on the role of Board Chair.Note that an abstain is applied as against is not a valid vote option. 6 Ratify PricewaterhouseCoopers as Auditors 7 Other Business Danske Bank A/S Meeting Date: 12/07/2018 Country: Denmark Meeting Type: Special Primary Security ID: K Ticker: DANSKE Primary ISIN: DK Number Text Proponent Rec Instruction Shareholder s Submitted by A.P. Moller Holding A/S

3 Danske Bank A/S Number Text Proponent Rec Instruction 1a Elect Two New Members to the Board of SH Directors Elect Two Directors by Cumulative Voting in item 1b1-1b3 1b1 Elect Karsten Dybvad as Director SH 1b2 Elect Jan Thorsgaard Nielsen as Director SH 1b3 Shareholder Submitted by Arne Bostrom Elect Arne Bostrom as Director SH Abstain Do Not Ambu A/S Meeting Date: 12/12/2018 Country: Denmark Meeting Type: Annual Primary Security ID: K Ticker: AMBU.B Primary ISIN: DK Number Text Proponent Rec Instruction 1 Receive Report of Board 2 Accept Financial Statements and Statutory Reports 3 Approve Remuneration Report Against creation. 4 Approve Allocation of Income and Dividends of DKK 0.40 Per Share 5 Approve Remuneration of Directors in the Amount of DKK 900,000 for Chairman, DKK 600,000 for Vice Chairman and DKK 300,000 for Other Directors; Approve Compensation for Committee Work 6 Reelect Jens Bager (Chairman) as Director Abstain Blended Rationale: A vote abstain (against is not a valid option) is applied as LGIM expects a company to have a diverse board, including at least one woman. We expect companies to further increase female participation on the board and leadership positions over time. 7 Reelect Mikael Worning (Vice Chairman) as Director 8a Reelect Oliver Johansen as Director

4 Ambu A/S Number Text Proponent Rec Instruction 8b Reelect Allan Sogaard Larsen as Director 8c Reelect Christian Sagild as Director 8d Reelect Henrik Ehlers Wulff as Director 9 Ratify Ernst & Young as Auditors 10a Authorize Share Repurchase Program Against Blended Rationale: A vote AGAINST this proposal to repurchase company shares is warranted because: - The company has not disclosed a holding limit, and - The duration of the authorization exceeds 18 months. 10b Approve Guidelines for Incentive-Based Compensation for Executive Management and Board Against creation. 11 Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with Danish Authorities Barry Callebaut AG Meeting Date: 12/12/2018 Country: Switzerland Meeting Type: Annual Primary Security ID: H Ticker: BARN Primary ISIN: CH Number Text Proponent Rec Instruction 1 Receive Financial Statements and Statutory Reports (Non-Voting) 2 Receive Auditor's Report (Non-Voting) 3.1 Accept Annual Report 3.2 Approve Remuneration Report Against creation.a vote AGAINST the remuneration report is warranted because:performance-related equity awards allow for vesting in the case of sub-median performance relative to peers.retention payments in an unspecified amount are set to be made to one member of the executive committee as of fiscal 2018/19. Retention awards represent a serious breach of good remuneration practices and the company has not provided a compelling rationale in this case. 3.3 Accept Financial Statements and Consolidated Financial Statements 4.1 Approve Allocation of Income and Dividends of CHF per Share

5 Barry Callebaut AG Number Text Proponent Rec Instruction 5 Approve Discharge of Board and Senior Management 6.1a Reelect Patrick De Maeseneire as Director 6.1b Reelect Fernando Aguirre as Director 6.1c Reelect Jakob Baer as Director 6.1d Elect Suja Chandrasekaran as Director 6.1e Elect Angela Wei Dong as Director 6.1f Reelect Nicolas Jacobs as Director 6.1j Reelect Timothy Minges as Director 6.1h Elect Markus Neuhaus as Director 6.1i Reelect Elio Sceti as Director 6.1j Reelect Juergen Steinemann as Director 6.2 Elect Patrick De Maeseneire as Board Chairman Appoint Fernando Aguirre as Member of the Compensation Committee Appoint Timothy Minges as Member of the Compensation Committee Appoint Elio Sceti as Member of the Compensation Committee Appoint Juergen Steinemann as Member of the Compensation Committee 6.4 Designate Andreas Keller as Independent Proxy 6.5 Ratify KPMG AG as Auditors 7.1 Approve Remuneration of Board of Directors in the Amount of CHF 2.2 Million 7.2 Approve Fixed Remuneration of Executive Committee in the Amount of CHF 6.5 Million 7.3 Approve Variable Remuneration of Executive Committee in the Amount of CHF 18.6 Million Against creation.a vote AGAINST the remuneration report is warranted because:performance-related equity awards allow for vesting in the case of sub-median performance relative to peers.retention payments in an unspecified amount are set to be made to one member of the executive committee as of fiscal 2018/19. Retention awards represent a serious breach of good remuneration practices and the company has not provided a compelling rationale in this case.

6 Barry Callebaut AG Number Text Proponent Rec Instruction 8 Transact Other Business (Voting) Against Blended Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis. UBI Banca SpA Meeting Date: 12/14/2018 Country: Italy Meeting Type: Special Primary Security ID: T9T Ticker: UBI Primary ISIN: IT Number Text Proponent Rec Instruction Ordinary Business Shareholder Submitted by Matteo Zanetti, Paolo Zanetti, Quattro Luglio Srl, Scame Srl, Nuova Fourb Srl, Mar.Bea Srl, Fondazione Banca del Monte di Lombardia, and Fondazione Cassa di Risparmio di Cuneo 1 Elect Alberto Carrara as Supervisory Board Member SH None