Proxinvest attire l'attention des actionnaires sur plusieurs points.
Tout d'abord sur la composition du conseil d'administration, d'après Proxinvest le conseil comporte 62,5% d'indépendants. De ce fait les renouvellements de deux administrateurs libres d'intérêts sont soutenus par Proxinvest, dans les résolutions 5 et 6.
De plus le manque de transparence de la société au sujet des rémunérations des dirigeants ne permet pas à Proxinvest de soutenir les rémunérations des résolutions 7 à 10.
ESI Group is engaged in researching, developing, designing, creating and distributing computer software; and acquiring, receiving, holding, managing and trading in a portfolio of securities, especially in fields related to the publishing of scientific software, including digital simulation software for prototyping and manufacturing processes and related decision-making support tools.
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 :
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.
The story of ESI Group is a beautiful one - that of a high-tech, family company and a pioneer in the fast-growing virtual prototype market. It's the story of a company that has underperformed its market, but whose investors are hoping for new momentum following the appointment of Cristel de Rouvray, the founder's brilliant daughter, as CEO. It's the story of a group that has EV/EBITDA and P/E 30 multiples 30% lower than the industry's major leaders, despite a 60% increase in its share over the last 3 months. It's a very beautiful story; too beautiful in our opinion.
Points importants : D'une part, Proxinvest félicite la dissociation des pouvoirs entre Président du Conseil et Directeur Général réalisée le 31 janvier 2019. D'autre part, Proxinvest encourage la société à s'améliorer en matière de communication sur les rémunérations. Par ailleurs, Proxinvest recommande d'améliorer l'indépendance du Conseil pour une meilleure gouvernance. Enfin, il convient de noter la modification statutaire qui prévoit de modifier la date de clôture de l’exercice sociale pour l'année prochaine.
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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