On Wednesday May 2, 2012, Governance for Owners, a shareholder owning 5% of Viscofan’s share capital, discussed its intention 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) Eliminate fees for directors 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.
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