BNZL Bunzl plc

Etude de l'AG du 19/04/2017

Item 11: Appoint the Auditor. Although the auditor's tenure and non-audit fees are in line with our guidelines, the auditor provides advice on remuneration. Item 13: Approve the Remuneration Policy. The changes proposed to the Remuneration Policy increase the amount of incentive remuneration, but do not address the concerns over the reliance on EPS in determining both the STI and LTI.

Item 14: Approve the Remuneration Report. The structure is weighted more towards rewarding long-term performance, but the maximum LTI award of 400% of base salary is potentially excessive. Both the LTI and the STI are based on EPS. It is not

considered appropriate for remuneration to depend so heavily on EPS, especially as it can potentially be manipulated by executives. The ROAC targets that modify the STI are not disclosed. Accelerated vesting in the event of a change of control is possible. The remuneration report was only approved by 73.7% of shareholders in the previous year.

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Consumer Non-Cyclical, Consumer Cyclical - United Kingdom
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