Management proposals |
1
|
Receive Financial Statements and Statutory Reports for Fiscal 2019 (Non-Voting)
|
None
|
None
|
2
|
Approve Allocation of Income and Omission of Dividends
|
For
|
For
|
3
|
Approve Discharge of Management Board for Fiscal 2019
|
For
|
For
|
4.1
|
Approve Discharge of Supervisory Board Member Martin Enderle for Fiscal 2019
|
For
|
For
|
4.2
|
Approve Discharge of Supervisory Board Member Hilary Gosher for Fiscal 2019
|
For
|
For
|
4.3
|
Approve Discharge of Supervisory Board Member Patrick Kolek for Fiscal 2019
|
For
|
For
|
4.4
|
Approve Discharge of Supervisory Board Member Bjoern Ljungberg for Fiscal 2019
|
For
|
For
|
4.5
|
Approve Discharge of Supervisory Board Member Vera Stachowiak for Fiscal 2019
|
For
|
For
|
4.6
|
Approve Discharge of Supervisory Board Member Christian Graf von Hardenberg for Fiscal 2019
|
For
|
For
|
4.7
|
Approve Discharge of Supervisory Board Member Semih Yalcin for Fiscal 2019
|
For
|
For
|
5
|
Ratify KPMG AG as Auditors for Fiscal 2020
|
For
|
For
|
6.1
|
Elect Jeanette Gorgas to the Supervisory Board as Shareholder Representative
|
For
|
For
|
6.2
|
Elect Martin Enderle to the Supervisory Board as Shareholder Representative
|
For
|
For
|
6.3
|
Elect Patrick Kolek to the Supervisory Board as Shareholder Representative
Vote rationale:
Board decisions that are particularly vulnerable to conflicts of interest should have additional safeguards. Management should not serve on the audit or remuneration committees. The audit committee should have a majority of independent, shareholder-elected members.
Global Voting Guidelines
Board independence
|
For
|
Against
|
6.4
|
Elect Nils Engvall to the Supervisory Board as Employee Representative
|
For
|
For
|
6.5
|
Elect Gabriella Ardbo to the Supervisory Board as Employee Representative
|
For
|
For
|
6.6
|
Elect Gerald Taylor to the Supervisory Board as Employee Representative
|
For
|
For
|
6.7
|
Elect Gabriela Chavez as Alternate Supervisory Board Member
|
For
|
For
|
6.8
|
Elect Vera Stachowiak as Alternate Supervisory Board Member
|
For
|
For
|
7
|
Approve Creation of EUR 20 Million Pool of Capital without Preemptive Rights
Vote rationale:
Existing shareholders should have the right to approve share issuances in order to prevent the dilution of ownership without their prior consent. Existing shareholders should have the right to participate pro rata to maintain their voting share and benefit from any discount offered. The approval for a general authority should be reasonably close in time to the intended capital allocation to allow for an informed voting decision.
Global Voting Guidelines
Shareholder rights in equity issuances
|
For
|
Against
|
8
|
Approve Creation of EUR 18.7 Million Pool of Capital without Preemptive Rights
Vote rationale:
Existing shareholders should have the right to approve share issuances in order to prevent the dilution of ownership without their prior consent. Existing shareholders should have the right to participate pro rata to maintain their voting share and benefit from any discount offered. The approval for a general authority should be reasonably close in time to the intended capital allocation to allow for an informed voting decision.
Global Voting Guidelines
Shareholder rights in equity issuances
|
For
|
Against
|
9
|
Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion; Approve Creation of EUR 20 Million Pool of Capital to Guarantee Conversion Rights
Vote rationale:
Existing shareholders should have the right to approve share issuances in order to prevent the dilution of ownership without their prior consent. Existing shareholders should have the right to participate pro rata to maintain their voting share and benefit from any discount offered. The approval for a general authority should be reasonably close in time to the intended capital allocation to allow for an informed voting decision.
Global Voting Guidelines
Shareholder rights in equity issuances
|
For
|
Against
|
10
|
Amend Articles Re: Shareholder Register
|
For
|
For
|
11
|
Amend Articles Re: General Meeting Chairman
|
For
|
For
|
12
|
Amend Articles Re: Majority Requirement for Passing Resolutions at General Meetings
|
For
|
For
|
13
|
Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares
|
For
|
For
|
14
|
Authorize Use of Financial Derivatives when Repurchasing Shares
|
For
|
For
|
15
|
Approve Remuneration of the Supervisory Board Chairman
|
For
|
For
|