EQS Group-News: Dynamics Group AG
/ Key word(s): Miscellaneous
Glass Lewis recommends Mark Kerekes to the Board of Meyer Burger
- Glass Lewis, the second largest proxy advisor, recommends that shareholders elect Mark Kerekes to the Board of Directors of Meyer Burger Technology.
- Glass Lewis is convinced that the interests of the shareholders are thus well represented on the Board and that Mark Kerekes will contribute to the success of the company.
- The representation of shareholders' interests is particularly urgent in view of the decisive transition period to a new business model.
Glass Lewis emphasizes in its report that they are generally very reluctant as proxy advisors to recommend the election of dissident candidates unless certain critical points are obvious.
The following points are highlighted in the report:
- Mr. Kerekes' candidacy is primarily about corporate governance, oversight and execution of the new strategy and the business plan.
- Glass Lewis describes the reasons for Kerekes' refusal as hollow. He had supported the strategy from the outset and, as another member of the Board of Directors, would strategically move in the same direction and contribute to the good of the company.
- Sentis' question as to whether the right people are working in the right place at Meyer Burger is very justified.
- In view of the strategic changes and management changes that the company has made, as well as the fact that Meyer Burger's performance so far during Dr Brändle's tenure as CEO was insufficient, the necessity of restructuring and changes - also at the upper management level - must be examined in order to avoid duplication and reduce costs.
- Glass Lewis describes it as "disturbing" that Dr Brändle and the company reacted so negatively to Sentis' criticism in this regard. Dr Brändle's threat of resignation was "completely at odds with sound corporate governance" and fuelled shareholders' concerns that Meyer Burger continues to suffer from poor corporate governance, lack of accountability to shareholders or misaligned loyalties and/or incentives.
- If the CEO's threat of resignation is intended to exert pressure on shareholders in view of the Extraordinary General Meeting, Glass Lewis finds this inappropriate and counterproductive.
- Glass Lewis notes that Sentis has indicated that the resignation of the CEO would be acceptable given the role of Dr Erfurt.
- Given the apparent lack of investor confidence in the company's new strategy and existing Board of Directors and the outstanding corporate governance issues (such as concerns over the Oxford PV transaction), Glass Lewis believes that shareholders as a whole would benefit from the election of a shareholder representative to the Board.
- This in particular with regard to the conclusion of the agreement with REC and other partners regarding exclusivity agreements and profit sharing.
- Glass Lewis believes that the Company's largest shareholder, who has been committed to sound corporate governance and strategic change for three years, is likely to be "of benefit to the Company".
- Electing an experienced investor would help restore the Company's profile and image with current and future developments and eliminate distrust and skepticism in the capital markets among potential investors regarding Meyer Burger's prospects.
For further information, please contact:
Dynamics Group AG
Document title: Glass Lewis Empfehlung_22.10.2019
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