Duurzaam Stemadvies
Company:
Date AGM:
Place AGM:
Reed Elsevier
Wednesday 23 April 2014
Hotel Okura, Ferdinand Bolstraat 333, Amsterdam
Agendapunt
Voorstel
1
Opening
VBDO
Advies1
x
2
Annual Report 2013 (discussion)
x
3
Implementation of the remuneration policy in 2013
(discussion)
x
4
4. Adoption of the 2013 Annual Financial Statements
(resolution)
Pro
5
Release from liability of the directors
a. Release from liability of the executive directors (resolution)
Pro
b. Release from liability of the non-executive directors
(resolution)
Pro
6
Determination and distribution of dividend (resolution)
Pro
7
Appointment of external auditors (resolution)
x
8
Appointment of Nick Luff as an executive director and
award of shares in the Company (resolutions)
Pro
9
Re-appointment of the non-executive directors
a. Re-appointment Anthony Habgood (resolution)
b. Re-appointment Wolfhart Hauser (resolution)
c. Re-appointment Adrian Hennah (resolution)
d. Re-appointment Lisa Hook (resolution)
e. Re-appointment Marike van Lier Lels (resolution)
f. Re-appointment Robert Polet (resolution)
g. Re-appointment Linda Sanford (resolution)
h. Re-appointment Ben van der Veer (resolution)
10
Re-appointment of the executive directors
a. Re-appointment Erik Engstrom (resolution)
b. Re-appointment Duncan Palmer (resolution)
1
Abstain
Abstain
Abstain
Pro
Pro
Abstain
Pro
Abstain
Explanation follows this Voting Advice
Pro
Pro
11
Delegation to the Board of the authority to acquire shares
in the Company (resolution)
X
12
Designation of the Board as authorised body to issue
shares, to grant options and to restrict pre-emptive rights
X
13
Any other business
X
14
Closing
X
Explanation
4. Transparency Benchmark Score of 151 (2013) and a timely release of a separate CR
report
5. No law suits or other relevant rule breaks found (with a simple online search ‘law
suit’/rechtszaak’ and ‘name’)
8. “Nick Luff is widely regarded as one of the best finance chiefs in the European utility
sector” (http://www.cityam.com/article/1389142586/analyst-views-what-does-nick-luff-smove-mean-centrica-and-reed-elsevier). No facts found that would speak against
acceptance.
9. Abstain: some concerns: The Board is ‘overpopulated’ having more than five people
(however the choice for many supervisory functions and few executive ones is an approach
that can be regarded as valid); the remuneration coupled to sustainability is minimal (one
KPI, not transparent), female representation is above minimum yet far from ideal; and no
female chair of a Board function and same people sitting in several Boards and chairing
several Boards
10. Less than four people in executive functions, however no female, and the future CPO
and executive Director Luff marks there is no change in this approach
.