Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 Purchase single report

GB Group PLC, 25 July 2019

Contrary to UK market practice, the Company does not have annual elections of directors. Elections are staggered and only two directors are standing in the current year. There are concerns over the composition of the Board. The Chairman, Mr. Rasche, undertakes some general and operational consultancy for the business through his consultancy business Rasche Consulting Ltd, for which he is given expenses by the Company. Furthermore, 50% of the Board are executives and only 33% are independent. There is insufficient independent representation on the Board.

Item 5: Approve the Remuneration Report The structure is generally acceptable. The main concern with pay at the Company is that it is overly reliant on EPS. Basing incentive pay on EPS is not considered appropriate as the metric can potentially be directly manipulated by executives, which is even more of a concern given that both the STI and the LTI are almost entirely determined by this metric. EPS can be positively influenced through share buybacks, fluctuations in foreign exchange, or amendments made to accounting rules & regulations. Performance is not measured against a peer group or other relevant benchmarks. We recommend shareholders oppose.

Item 6: To re-appoint as auditors, Ernst & Young LLP The auditor's tenure exceeds our tenure limit of 10 years. Ernst & Young LLP has served as the Companyns external auditor since 1995. The Company has conducted during the financial year an audit tender, but they have proposed the re-appointment of Ernst & Young. Both annual and three-year aggregate non-audit fees exceed guidelines. Given that the auditor's tenure exceeds the limits set out in our guidelines and non-audit fees are considered excessive and may undermine auditor independence, we recommend that shareholders oppose this resolution.

Underlying
GB Group PLC

GB Group is engaged in the provision of identity data intelligence services. Co. has two operating segments: Identity Proofing, which provides electronic ID Verification services for combating ID fraud, money laundering and under-age gambling, ID Employ & Comply services for employee authentication and screening, and ID Fraud & Risk Management services; as well as Identity Solutions, which provides ID Registration, ID Engage and ID Trace & Investigate software and services that provide consumer information and facilitate understanding, targeting and retention of profitable consumers. Between them, the segments have six complementary lines of business including ID Verification and ID Engage.

Provider
Proxinvest
Proxinvest

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 :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

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. 

Analysts
Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch