Following the resignation of Albert Frère in 2016, the two managing directors, Ian Gallienne and Gérard Lamarche were named Co-CEOs.
New nominees to the board this year include Jocelyn Lefebvre a representative of Power Financial BV and Laurence Danon Arnaud, unfortunately only one of whom is independent. Given the absence of a majority independence on the board (28%), we are unable to support the election of Jocelyn Lefebvre to the board (Resolution 5.1.2).
Although we note that, the following the election of Laurence Danon Arnaud, there will be one additional independent member on the board (5 directors as opposed to 4).
Given our concerns regarding independence on the board we are unable support the reelection of the Victor Delloye, Amaury de Seze, and Arnaud Vial (Resolutions, 5.2.1, 5.2.3 and 5.2.5, respectively).
Furthermore, we note our concern with the excessive nature of the remuneration and its structure which is more heavily weighted towards the short term, as such we recommend that shareholders withhold their support of the remuneration policy (Resolution 6) as well as their support from the authority to grant share options in Resolutions 7.1 and 7.2
Groupe Bruxelles Lambert is a holding company. Through its subsidiaries, Co. operates through the following segments: Imerys, which consists of the Imerys group that operates in four business lines of energy solutions and specialties, filtration and performance additives, ceramic materials, and high resistance minerals; and Financial Pillar, which includes, on the one hand, under investment activities, the companies Sienna Capital, Ergon Capital Partners (ECP), ECP II, ECP III, PAI Europe III, Sagard, Sagard II and Sagard III, Kartesia and Merieux Participations I and II and, on the other hand, under consolidated operating activities, the operating subsidiaries of ECP III.
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GBL has entered in exclusive negotiations to acquire a 60% stake in Webhelp group, together with its co-founding shareholders, Olivier Duha and Fréderic Jousset, who would retain their role as founding executive directors, and its management team. In our recent report (“The beginning of a new era”), we explained that GBL was to increase strongly its exposure to private equity assets. The pending bid on Parques Reunidos (€340m) and the acquisition of a 60% stake in Webhelp group (deal value of GBL's stake estimated at €0.6bn) nicely fit with this statement. Next to the potential to generate hig...
Item 3: Approve the Remuneration ReportThe remuneration structure is satisfactory, though accelerated vesting is possible. Potential and actual total variable remuneration exceed guidelines, but not very much. They are moderate in comparison with UK market practice. Overall, the quantum during the year was not excessive. We recommend shareholders vote in favor.
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 ...
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