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2019 Annual General Meeting of Shareholders
Agenda and documentation
Download agenda and documentation
Siemens Gamesa celebrated its 2019 Annual General Meeting on March 27th, 2019, in Bilbao (Vizcaya). Among other items, the shareholders approved the financial statements of fiscal year 2018. Here you find all relevant documentation.
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Documentation
Notice to call
Significant event
Agreements
Individual Annual accounts of Siemens Gamesa Renewable Energy, S.A. and Auditor’s Report for fiscal year ended on 30 September 2018
Consolidated Annual accounts of Siemens Gamesa Renewable Energy, S.A. and Auditor’s Report for fiscal year ended on 30 September 2018
Individual Management Report of Siemens Gamesa Renewable Energy, S.A. for fiscal year ended on 30 September 2018
Consolidated Management Report of Siemens Gamesa Renewable Energy, S.A. for fiscal year ended on 30 September 2018
Directors’ liability statement as established in articles 118 and 124 of the Securities Market Law (Ley del Mercado de Valores)
Frame report of the Board of Directors about the ratification and/or re-election of directors included in items six, seven, eight, nine and ten in which likewise the individual reports and the professional and biographical profile and other mandatory information of each of the directors whose ratification and/or re-election is proposed in the aforementioned items of the agenda
Favorable report of the Appointments and Remunerations Committee about the ratification of the appointment by cooption and the re-election of Mr. Miguel Ángel López Borrego as non-executive proprietary director
Favorable report of the Appointments and Remunerations Committee about the ratification of the appointment by cooption and the re-election of Mr. Pedro Azagra Blázquez as non-executive proprietary director
Motivated proposal of the Appointments and Remunerations Committee about the ratification of the appointment by cooption and re-election of Mr. Rudolf Krämmer as non-executive independent director
Motivated proposal of the Appointments and Remunerations Committee about the re-election of Mr. Andoni Cendoya Aranzamendi as non-executive independent director
Motivated proposal of the Appointments and Remunerations Committee about the re-election of Ms. Gloria Hernández García as non-executive independent director
Proposal of a new Policy of Remuneration of the members of the Board of Directors for 2019, 2020 and 2021 to be approved under item twelve of the agenda
Justified report of the Appointments and Remunerations Committee about the proposal of a new Policy of Remuneration of the members of the Board of Directors for 2019, 2020 and 2021
Report of the Board of Directors regarding item thirteen of the agenda about the proposal of amendment of the Long-Term Incentive Plan
Annual Report about the remuneration of the members of the Board of Directors of Siemens Gamesa Renewable Energy, S.A. for the fiscal year 2018
Report about the amendment of the Board of Directors Regulations approved by the Board of Directors on March 23, 2018
Shareholder’s guide
Model-form of assistance, proxy representation and distance voting card
Frequently asked questions
Shares and voting rights
2018 Annual Corporate Governance Report
2018 Sustainability Report
2018 Annual activities report of the Audit, Compliance and Related Party Transactions Committee
2018 Annual activities report of the Appointments and Remuneration Committee
Regulations for the Electronic Shareholders' Forum
Report about the independence of the auditor
Report of the Audit, Compliance and Related Party Transactions Committee about its interventions during 2018 regarding the related party transactions
Annual report about the implementation of the policy about the communication and contact with shareholders, institutional investors and proxy advisors
Report about the level of fulfillment of the global policy of social corporate responsibility
The current texts of the By-Laws, the Regulations for the General Meeting of Shareholders, the Regulations of the Board of Directors and other internal rules are available on the corporate website in the subsection "Internal corporate rules" of the section "Corporate governance documentation" in the "Corporate Governance" page.
Agenda
One:
Examination and approval, if appropriate, of the individual Annual Accounts (balance sheet, profit and loss account, statement of changes in shareholders’ equity, statement of cash flows and notes) of Siemens Gamesa Renewable Energy, Sociedad Anónima, as well as of the consolidated Annual Accounts of the Company and its subsidiaries (balance sheet, profit and loss account, statement of changes in shareholders’ equity, statement of cash flows and notes), for the financial year ended on 30 September 2018.
Two
Examination and approval, if appropriate, of the individual management report of Siemens Gamesa Renewable Energy, Sociedad Anónima and of the consolidated management report of the Company and its subsidiaries for the financial year ended on 30 September 2018.
Three:
Examination and approval, if appropriate, of the sustainability report of Siemens Gamesa Renewable Energy, Sociedad Anónima for the financial year ended 30 on September 2018.
Four:
Examination and approval, if appropriate, of the management and activities of the Board of Directors during the financial year ended on 30 September 2018. (proposal)
Five:
Examination and approval, if appropriate, of the proposed allocation of profits/losses and distribution of dividends of Siemens Gamesa Renewable Energy, Sociedad Anónima for the financial year ended on 30 September 2018. (proposal)
Six:
Ratification of the appointment by co-option and re-election of Mr Miguel Ángel López Borrego as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of proprietary non-executive director, for the bylaw-mandated four-year term.
Seven:
Ratification of the appointment by co-option and re-election of Mr Pedro Azagra Blázquez as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of proprietary non-executive director, for the bylaw-mandated four-year term.
Eight:
Ratification of the appointment by co-option and re-election of Mr Rudolf Krämmer as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of independent non-executive director, for the bylaw-mandated four-year term.
Nine:
Re-election of Mr Andoni Cendoya Aranzamendi as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of independent non-executive director, for the bylaw-mandated four-year term.
Ten:
Re-election of Ms Gloria Hernández García as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of independent non-executive director, for the bylaw-mandated four-year term.
Eleven:
Re-election of Ernst & Young, Sociedad Limitada as statutory auditor of Siemens Gamesa Renewable Energy, Sociedad Anónima and of its consolidated Group for financial year 2019. (Proposal)
Twelve:
Approval of a new Policy of Remuneration of Directors of Siemens Gamesa Renewable Energy, Sociedad Anónima for financial years 2019, 2020 and 2021.
Thirteen:
Approval, as the case may be, of the amendment of the Long-Term Incentive Plan for the period running from fiscal year 2018 through 2020, which involves the delivery of shares of Siemens Gamesa Renewable Energy, Sociedad Anónima tied to the achievement of certain strategic objectives, addressed to the CEO, Top Management, certain Managers and employees of Siemens Gamesa Renewable Energy, Sociedad Anónima and, as if appropriate, of the subsidiaries.
Fourteen:
Delegation of powers for the formalisation and implementation of all the resolutions adopted by the shareholders at the General Meeting of Shareholders, for the conversion thereof into a public instrument and for the interpretation, correction, supplementation or further development thereof until all required registrations are accomplished. (Proposal)
Fifteen:
Consultative vote on the Annual Director Remuneration Report of Siemens Gamesa Renewable Energy, Sociedad Anónima for financial year 2018.