Engie registered a loss of € 415 M in 2016 against a loss of loss of € 4,6 billion in 2015, as assets impairments were € 3,8 billion against € 8,7 billion in 2015. In such a context, the approval of a dividend of € 1.00 per share seems to be guided by the priorities of the main shareholder of the group. Therefore, we recommend that shareholders oppose resolution 3.
Four resolutions are dedicated to the executive compensation. Although Isabelle Kocher's compensation is better structured and balanced than Gérard Mestrallet's compensation and shows an improvement in transparency and balancing as well as an acceptable fixed compensation and a strong short-term and long-term incentive component, it raises concerns. The qualitative part of the annual bonus is excessive (40%), and the correlation with the performance of the long-term incentive does not seem challenging. Indeed, an attribution is still possible in case of underperformance of Engie compared with its benchmark (up to -10% in 2016 and -20% proposed for the attribution in 2017). Therefore, we recommend opposing resolutions 10 to 13.
Finally, Engie stood as an exception in its application of the Copé-Zimmerman law, as the Board of Directors showed an insufficient number of male directors. This will not be the case at the end of the current general assembly where the employee shareholder representative will be replaced by a male director. ( Competitive election, resolution 8 and 9).