Report
Regulatory News:
Legrand (Paris:LR):
The Combined Ordinary and Extraordinary General Meeting of
Shareholders was held on May 31, 2017, chaired by Chairman and
Chief Executive Officer, Mr. Gilles Schnepp.
I. Value-creating business model
attentive to all stakeholders, solid integrated performance and
2016 targets fully met, compensation and governance
At the Combined Ordinary and Extraordinary General Meeting of
Shareholders, Chairman and Chief Executive Officer, Gilles Schnepp,
presented Legrand’s development model, based on organic growth,
driven by innovation, and external growth, driven by acquisitions
that enable the Group to strengthen its market positions, and with
them its profitability and capacity to generate high free cash flow
and thus create long-term value.
Gilles Schnepp also showed how this value creation has benefited
all Group stakeholders, including (i) customers, through the
development of innovative products with greater value in use,
notably through the Eliot program; (ii) suppliers selected under a
philosophy of responsible purchasing and partnership;
(iii) employees, whose development is promoted by the Group in
France and abroad; and (iv) shareholders, who benefit from
Legrand’s stockmarket performance, as well as lenders that
accompany the Group’s development; states and civil society, where
in particular the Legrand Foundation contributes.
Antoine Burel, Chief Financial Officer, presented the Group’s
2016 integrated performance, which fully met both financial and
CSR1 targets for the year. More specifically, the year 2016 saw a
rise in profitable growth for the Group, driven in part by
accelerated pace of acquisitions. Antoine Burel also presented
results for the first quarter of 2017, which showed sustained
growth in sales and a rise in both adjusted operating profit and
net income excluding minority interests.
Philippine Declercq, Social Responsibility Director, commented
on 2016 non-financial performance, and in particular that it had
exceeded the targets set in the CSR roadmap. She also presented the
Group’s CSR policy achievements, which was recognized by the CSR
Award at Capitalcom’s 2016 Annual General Meeting Grand Prix.
Then Gilles Schnepp detailed the Group’s risk management
mechanism, with a special presentation on risks linked to
digitalization.
Lastly, Angeles Garcia Poveda, Lead Director and Chairwoman of
the Compensation Committee and of the Nominating and Governance
Committee, presented the components of compensation for Chairman
and Chief Executive Officer and also information on Group
governance.
Regarding compensation, Ms. Garcia Poveda first explained the
principles underlying Legrand’s compensation policy, showing that
profitable growth and long-term value creation are at its core. She
then detailed the components of Gilles Schnepp’s compensation in
respect of 2016 and the components of Chairman and Chief Executive
Officer’s compensation in respect of 2017, which will be submitted
to shareholders’ vote.
On governance, Ms. Garcia Poveda commented the composition of
the Board of Directors and its evolution, underscoring the varied
and complementary skills of its members. She also presented the
formal process that she and the Nominating and Governance Committee
use to evaluate the Board of Directors and its specialized
committees and which helps them to improve their operations.
______________________
1 Corporate Social Responsibility
II. Key outcomes of the Combined Ordinary and
Extraordinary General Meeting
All resolutions submitted to shareholders by the Board of
Directors were approved by a large majority.
In particular, the shareholders at the General Meetings voted to
renew the directorship of Ms. Annalisa Loustau Elia for a
four-year term. Ms. Elia is also a member of the Compensation
Committee.
As a result, out of a total of ten members, the Board of
Directors is composed of:
- Seven independent directors,
i.e., a ratio of 70%, which exceeds the minimum ratio of 50%
recommended by the Afep-Medef Code of Corporate Governance;
- Five women, i.e., a proportion
of 50%, which exceeds the provisions of the French Commercial Code
(40% as from 2017) and the recommendations of the Afep-Medef Code
of Corporate Governance (40% as from 2016);
- Four nationalities: Chinese,
French, Italian and Spanish.
The composition of the Board of Directors thus reflects a
variety of talents, nationalities and culture, in line with the
diversity policy advocated by the Group.
Shareholders’ General Meeting also approved the distribution of
a €1.19 per-share dividend in respect of 2016, to be paid under the
same conditions as those applying the previous two years, i.e.,
based on the number of shares outstanding at April 30, 2017, taken
from:
- distributable income1 in an amount of €0.792 per share on the
one hand and
- the “issue premium” account in an amount of €0.402 per share
on the other.
Shares will go ex-dividend on June 2, 2017 and dividends will be
paid on June 6, 2017.
All presentations made at the Combined Ordinary and
Extraordinary General Meeting, results of votes, and rebroadcasts
of the entire General Meeting are available on the Legrand website:
www.legrand.com, under Investors-shareholders/ Shareholder’s
corner/ 2017 General Meeting
__________________________
1 Based on adjusted net income excluding minority interests.
Adjusted net income excluding minority interests does not take into
account the favorable non-recurring accounting impact of a tax
income generated by the mechanical revaluation of deferred tax
liabilities on trademarks that resulted from the announcement of
reductions in the corporate income tax rate, mainly in France. This
€61.2m tax income is adjusted as it has no cash impact, and bears
no relationship to the Group’s performance.2 Indicative split
released for informative purposes only and likely to be amended,
depending on the change in number of shares entitling their holders
to the distribution by the payment date.
Key financial dates
- Ex-dividend date: June 2,
2017
- Dividend payment: June 6,
2017
- 2017 first-half results: July 31,
2017 “Quiet period1” starts July 3, 2017
- 2017 nine-month results: November 7,
2017 “Quiet period1” starts October 7, 2017
Latest publications:
- On March 31, 2017,
Legrand filed its Registration Document with AMF and published its
second integrated report
ABOUT LEGRAND
Legrand is the global specialist in electrical and digital
building infrastructures. Its comprehensive offering of solutions
for commercial, industrial and residential markets makes it a
benchmark for customers worldwide. Drawing on an approach that
involves all teams and stakeholders, Legrand is pursuing its
strategy of profitable and sustainable growth driven by
acquisitions and innovation, with a steady flow of new
offerings—including Eliot* connected products with enhanced value
in use. Legrand reported sales of more than €5 billion in 2016. The
company is listed on Euronext Paris and is a component stock of
indexes including the CAC 40, FTSE4Good, MSCI World, Corporate
Oekom Rating, DJSI World, Vigeo Euronext Eurozone 120, Europe
120-France 20 and World 120, and Ethibel Sustainability Index
Excellence.
(code ISIN FR0010307819).
http://www.legrand.com
*Eliot is a program launched in 2015 by Legrand to speed up
deployment of the Internet of Things in its offering. A result of
the group’s innovation strategy, Eliot aims to develop connected
and interoperable solutions that deliver lasting benefits to
private individual users and professionals.
http://www.legrand.com/EN/eliot-program_13238.html
____________________________
1 Period of time when all communication is suspended in the
run-up to publication of results.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170531006204/en/
Investor relationsLegrandFrançois PoissonTel: +33 (1) 49
72 53 53francois.poisson@legrand.frorPress RelationsPublicis
ConsultantsRobert Amady/Vilizara LazarovaTel: +33 (0)1 44 82 46 31
/ +33 (0)1 44 82 46 34Mob: +33 (0)6 72 63 08 91 / +33 (0)6 26 72 57
14robert.amady@consultants.publicis.frvilizara.lazarova@consultants.publicis.fr
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