Bien que la société continue de fournir des efforts en termes de transparence et d’alignement avec la performance, les montants relatifs au bonus annuel du dirigeant semblent trop excessifs et la société ne communique pas les taux de réalisation des critères de performance. Pour 2017, la rémunération long-terme de ce dernier se résume à l’attribution de 80 000 options par Bouygues et ce sans aucune condition de performance.
Nous attirons également l'attention des actionnaires sur le faible taux d'indépendance du conseil qui n'est que de 42,86%. Par ailleurs, il n'y a pas de séparation des fonctions de Président et Directeur Général.
Colas is engaged in the construction and maintenance of transport infrastructures. Co. integrates all production and recycling activities involved in most of these businesses via an international network of quarries, emulsion plants, asphalt and ready-mix concrete plants, and plants that produce bitumen, manufacture waterproofing membranes, and make road safety equipment. Co. conducts its business activities through two operating divisions: Roads, which is Co.'s core business, and Specialized Business Activities. Co. is also a stakeholder in infrastructure concessions and management companies, including motorways as well as city road networks and public transport.
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Item 3: Approve the Remuneration Report The structure is weighted more heavily towards short-term performance. One of the performance metrics for the LTI is the payment of sustainable dividends, which is not considered appropriate as executives can potentially influence the payout level. The LTI also includes relative TSR as a performance metric. Nevertheless, the quantum is not excessive and even maximum potential amounts are moderate. On balance, we recommend shareholders vote in favor. Item 4: Approve the Remuneration PolicyThe main concern with the Company's remuneration policy is that pa...
Item 2: Approve the Remuneration ReportThe remuneration structure is unsatisfactory. The main concern at the Company is that the potential maximum incentive pay including the bonus, matching shares on the deferred portion of the bonus and the LTI amounts to 1000% of base salary, which is considered grossly excessive. Actual incentive pay during the year was1.6 times the ECGS limit. Furthermore, variable remuneration is overly reliant on a single performance metric, benchmark profit before tax. A second performance criteria will be used in the coming year. We note that the Company has adjusted ...
Leadership changes Vittorio Colao was succeeded by Nick Read who was appointed Chief Executive Designate on 27 July 2018 and became Chief Executive on 1 October 2018. Margherita Della Valle joined the Board as Chief Financial Officer on 27 July 2018. Item 15: Advisory vote on the Remuneration ReportThe structure is unsatisfactory. The maximum bonus and total incentive pay exceed guidelines. The quantum for the year was excessive. Pay weighted more towards rewarding long-term performance, but there are overlapping performance conditions as free cash flow was used for both the STI and LTI. A b...
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