Report
Expert Corporate Governance Service (ECGS)
EUR 1000.00 For Business Accounts Only

Berkeley Group Holdings - AGM 06 September 2019

The Company has paid a dividend in respect of the financial year, however no resolution to approve the distribution has been proposed at the general meeting.

Item 2: Approve the New Remuneration policy

The company proposes to remove the Bonus Plan for 2019/20. Therefore, variable incentives will solely be based on 2011 awards performance condition of £2 of return required each year for the tranche of options to vest, and £2 of return required each year for any of the ‘banked’ shares to vest. Thus, there will be an insufficient alignment between incentive pay and Company strategy.

Moreover, the company proposes to remove the LTIP Cap. Even if the Total Remuneration Cap will remain unchanged, we remind the company that it is still excessive.

 Item 3: Approve the Remuneration Report

The remuneration structure is not considered acceptable, primarily as the maximum variable remuneration is excessive. The LTIP is fully determined by shareholder returns which are under the control of executives.  Performance metrics are not considered sufficiently challenging and we note that the ROE target has been lowered. Alignment with performance has not been definitively demonstrated. 

Item 28: Amend LTIP 2011

Changes proposed do not seem to impair shareholders' interests. However, under the 2011 LTIP, only 1 performance condition is used (shareholders return), which does not allow for a good alignment between the Company's strategy and its executives' incentives. Moreover, shareholders should note that the shareholder return targets were achieved by the company using a combination of dividends and share buy-backs (thus, controlled by executives).

Underlying
Berkeley Group Holdings PLC

Berkeley Group Holdings is a holding company. Through its subsidiaries, Co. is engaged in residential-led property development focusing on urban regeneration and mixed-use developments. Co. focuses its development in London and the South of England markets.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Philip Morrish
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch