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11.206 Steinhoff International Holdings N.V. : Information on resolutions to be considered at the Annual General Meeting DGAP-News: Steinhoff International Holdings N.V. / Key word(s): AGM/EGM 05.04.2018 / 08:00 The issuer is solely responsible for the content of this announcement. Steinhoff - Information on resolutions to be considered at the Annual General Meeting Steinhoff International Holdings N.V. (the "Company" and with its subsidiaries, the "Group") Introduction Since publication of the notice of the annual general meeting (AGM) of the Company, scheduled for 20 April 2018, the Company has had responses from stakeholders regarding the proposed resolutions. Following these interactions, this letter sets out to provide shareholders with additional information regarding the motivation for Resolution 5 (appointment and reappointment of Supervisory Board directors) and Resolution 7 (reappointment of Deloitte as statutory auditors). The Supervisory Board has taken note of the concerns raised by stakeholders in connection with the previously proposed remuneration of the Supervisory Board and as a result this letter also explains deletions we intend to make to Resolution 6 (remuneration of Supervisory Board directors). Resolution 5 - Composition of the Supervisory Board The resolution provides for shareholder approval of the appointment of five new members of the Supervisory Board and the reappointment of four existing members. Details of the qualifications and experience of all nine members are contained in an annexure to the AGM notice. The Supervisory Board believes it is essential for the recovery of the company and its future restructuring that shareholders reappoint Dr Steve Booysen, Ms Angela Kruger-Steinhoff, Ms Heather Sonn, and Dr Johan van Zyl as members of the Supervisory Board. These directors provide continuity to the processes undertaken as well as to the efforts of the new Supervisory Board nominees. We believe a better understanding of the role that the Supervisory Board, and particularly its Independent Committee, has played since the crisis broke in early December 2017 in helping to stabilise the company, deal with creditors to ensure continued operations, to help uncover wrongdoing and to identify and bring to account those responsible, will be helpful to shareholders. Dr Van Zyl, Ms Sonn and Dr Booysen were members of the Independent Committee appointed in December 2017 to bolster independent governance of the group and to provide a centre of leadership following the resignation of the CEO. The work of the Independent Committee has included setting the PwC forensic audit off on the correct footing and to similarly ensure the appropriate commencement of the 2017 financial year audit process, ensuring the credibility of the processes. The Independent Committee has also functioned as a link for quick and on-going decision-making between the Supervisory Board and Management Board, as it simultaneously focused on establishing a sound governance structure. They have interacted with regulators, Parliament, shareholders and other stakeholders and with bankers and creditors to ensure liquidity for the group and the continued trading of its underlying companies. It is crucial for the company and its shareholders that there is continuity in these roles until such time as the stability of the group is reasonably assured. Resolution 6 - Remuneration of members of the Supervisory Board This resolution contains three elements: (i) proposed remuneration for Supervisory Board members until the 2019 AGM; (ii) additional one-off payments for the period up to the 2018 AGM for Supervisory Board members who have been involved in considerable additional work since the crisis broke in late 2017; and (iii) proposed remuneration for additional meetings that Supervisory Board members are likely to have to attend in addressing recovery and restructuring of the company in the period between the 2018 and 2019 AGMs. In light of the company's interactions with certain stakeholders it is apparent the motivation behind the proposals for additional one-off payments and for additional meetings has not been fully communicated, leading to stakeholder concerns which the company believes must be appropriately addressed. The Supervisory Board members who were to receive these additional payments have requested that such matters are not pursued at the coming AGM. They believe that these matters should be left to a newly constituted Supervisory Board which will be appointed at the AGM, and specifically its Remuneration Committee, to resolve at an appropriate time in the future. While matters relating to the one-off payments and additional meetings are no longer being proposed at the AGM, by way of background it should be noted that the directors concerned contributed significant time, in some cases on a daily basis for weeks on end up until the present day. By way of illustration, since early December 2017, there have been a total of 69 meetings involving Supervisory Board members; 14 full Supervisory Board meetings (normally four per year), 20 meetings of the Independent Committee of the Supervisory Board (additional duties - this is a new committee), 22 Audit Committee meetings (normally four per year), 6 Remuneration Committee meetings (normally 2 per year) and 2 Nomination Committee meetings (normally one per year). These meetings often required a significant amount of preparation time and follow-up work. Steve Booysen oversaw the Audit Committee and its functions in initiating the forensic investigation and the 2017 audit processes as well as stepping into the company for weeks at a time when it was needed. Len Konar and Theunie Lategan contributed significant time and effort as members of various committees. As members of the Independent committee Johan van Zyl and Heather Sonn engaged with shareholders on concerns and drove the process to reconstitute the Supervisory Board. The result is a new Supervisory Board of quality candidates with complementary skills which is up for approval at the AGM. Certain Supervisory Board members have also committed a material amount of time outside of the formal meeting environment in order to support Steinhoff and the Management Board. For example, Ms. Heather Sonn, Dr Johan van Zyl and Dr Steve Booysen have met with regulators, shareholders and financial creditors, have conducted presentations to Steinhoff's stakeholders and in some cases have effectively been working on a full-time basis to respond to ongoing developments. This is far above what is normally expected of non-executive directors but is essential in steering the company out of the current crisis. The focus however has to be on maintaining a stable environment in which to take on the next challenge; that of a controlled restructuring process in the interest of all stakeholders. The Supervisory Board has therefore recommended that those parts of Resolution 6 relating to the proposed additional one-off payments for additional work rendered and the proposed payments for additional meetings after the 2018 AGM be deleted. A notice reflecting such deletions is being published on the company's website. Resolution 6 will thus consist of only one element - standard payments for the Supervisory Board members appointed and re-appointed at the AGM. This element, the company believes, has the support of shareholders, and assists the company to attract and retain directors with the skills and expertise needed to direct the company at this time. The company consulted external consultants (PwC) and has followed their advice in determining the level of fees for Supervisory Board members. The proposed remuneration was determined with reference to competitors and peer companies as well as considering the need to retain and attract Supervisory Board directors in light of the company's situation. The levels of fees were set by reference to the responsibilities assumed by the Supervisory Board directors, including in chairing or being a member of the Supervisory Board's committees. The proposed fees for 2018 include no increase on the fee level of 2017. Resolution 7 - the reappointment of Deloitte Accountants B.V. as statutory auditor The Supervisory and Management Boards believe it is in the best interests of the company and its shareholders that Deloitte Accountants B.V. be appointed as statutory auditor for the financial year ending on 30 September 2018 (which began in October 2017). Steinhoff is not opposed to the rotation of auditors, but believes the continuation of Deloitte as auditor until the end of the current financial year in September 2018 is essential. One of the company's main priorities is the expeditious finalisation of audited consolidated financial statements for the 2017 financial year, and the revised statements for the 2015 and 2016 financial years. Deloitte is already involved in these matters, and the appointment of a new auditor midway through a financial year will lead to unacceptable delays in the completion of these statements. This in turn would affect the company's dealings with all stakeholders, who require the certainty of audited financial statements. The supervisory board believes that Deloitte is best placed to apply the lessons of the 2017 audit and forensic processes in completing the 2018 audit. Audited financial statements are also essential for the group, as it considers its options for restructuring and the potential retention or disposal of assets to secure its financial position. Decision-making will be facilitated by early completion of the audited statements. With a September financial year-end, the 2018 audit process will start in approximately two months to ensure a timeous completion of the 2018 audit. Subsequent to the 2018 audit, the appointment of an audit firm for the 2019 financial year will be subject to a global tender process. Given these considerations, Steinhoff believes it is in the best interests of the company and its shareholders that Deloitte Accountants BV be appointed as statutory auditor for the financial year ending on 30 September 2018. Conclusion There will be an opportunity going forward to review the performance and make-up of the Supervisory Board, its remuneration and the appointment of Auditors. At this critical juncture, a measure of continuity, stability of leadership and interaction between the Management Board and the Supervisory Board with the inclusion of new skills and experience is what is being recommended. Stellenbosch, 5 April 2018
Steinhoff International | wallstreet-online.de - Vollständige Diskussion unter:
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Steinhoff International | wallstreet-online.de - Vollständige Diskussion unter:
www.wallstreet-online.de/diskussion/...tional#neuster_beitrag
