On Monday, May 14, 2012 at 11:30 EDT (US)/5:30 PM CET Glass Lewis held a Proxy Talk conference call to discuss Viscofan’s upcoming AGM, specifically shareholder proposals seeking to amend the company’s bylaws with respect to Viscofan’s dividend policy, board composition and remuneration. Representatives of Viscofan provided their perspective on the company and discussed why they believe shareholders should vote against these shareholder proposals.
DESCRIPTION:
“A shareholder of Viscofan, Governance for Owners, intends to put forward five shareholder proposals at the upcoming Viscofan AGM, to be held on May 23, 2012.
(i) Introduction of a progressive dividend policy.Governance for Owners will request that the company increases its dividend progressively (from the current 46% to 55% in 2013 and 65% in 2014). Governance for Owners believes Viscofan is a highly generative cash business and its strong balance sheet and future cash flow generation allow the Company ample scope for higher dividends pay-out.
(ii) Adoption of Recommendation 29 of the Spanish Code of Corporate Governance. Governance for Owners will request that Viscofan adopt Recommendation 29, that independent directors should not hold such a position for more than 12 years, in its Articles of Association.
(iii) Adoption of fixed fees for non-executive directors. Governance for Owners will request that non-executive directors receive fixed fees, together with attendance fees, instead of performance-related remuneration.
(iv)Eliminatefees fordirectors dominicales(“shareholder representatives”). Governance for Owners will request that directors dominicales be exempt from receiving fees since they would otherwise be doubly remunerated: first, via dividends, and subsequently via the said fees.
(v) Adoption of a three-level executive remuneration. Governance for Owners will request that remuneration for executives be comprised of fixed pay, variable short-term remuneration and variable long-term performance remuneration, as currently executive directors do not have any incentive schemes in place.
Viscofan recommends that shareholders vote against all of the shareholder proposals which they consider to be unjustified in their purpose, inadequate in their intention and legally confusing. Glass Lewis will ask Viscofan about the concerns raised in the shareholder proposals and why they believe shareholders should vote against them.”
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