Report
Expert Corporate Governance Service (ECGS)
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Coca-Cola European Partners - AGM 29 May 2019

Board structure

There are concerns over the composition of the Board.  There is insufficient independent representation, an insufficient number of women on the Board, and directors appointed by shareholder agreement who do not stand for annual re-election.

Cobega SA (through Olive Partners) owns 35.03% of the share capital and has nominated six directors to the Board, pursuant to the shareholder agreement.  Of particular concern is the Chairman Sol Daurella Comadrán, who was not considered independent on appointment to the Board as she is a representative of Olive Partners.  She is not standing for election at the AGM, which does not meet UK best practice or ECGS guidelines.

Coca-Cola European Partners was formed in May 2016 from the merger of three companies: Coca-Cola Enterprises, Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke. There are three directors on the Board, Mr. Ingram, Mr. Watts and Mr. Johnson, who served on the Board of Coca-Cola Enterprises at the time of the merger.  While the Company continues to consider them independent, ECGS does not as they now have an association with the Company, or its predecessors, of more than nine years.

 Item 2: Approve the Remuneration Report

The structure is unsatisfactory.  The main concern is the grossly excessive level of potential incentive pay, especially given that the performance modifier used for the bonus makes it difficult to fully assess the alignment of pay with performance.  The quantum for the year was excessive.  We recommend shareholders oppose.

Underlying
Coca Cola European Partners

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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