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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The independent financial analyst theScreener just lowered the general evaluation of GROEP BRUSSEL LAMBERT NV (BE), active in the Specialty Finance industry. As regards its fundamental valuation, the title now shows 1 out of 4 stars while market behaviour can be considered moderately risky. theScreener believes that the title remains under pressure due to the loss of a star(s) and downgrades its general evaluation to Slightly Negative. As of the analysis date December 25, 2018, the closing price was EUR 73.54 and its target price was estimated at EUR 69.86.
Item 1: Approve the share consolidation The Board requests shareholder approval to implement a share consolidation on the basis of 19 new ordinary shares for every 20 existing ordinary shares held. The consolidation is intended to maintain comparability, as far as possible, of the Company’s share price before and after the payment of a special dividend of $2.621 per share. The special dividend is equivalent to 5% of the market capitalisation of the Company as at 14 December 2018. The Company has implemented a series of share consolidations, returning funds to shareholders in this way in 2012...
Item 1: Approve Share Buybacks Shareholder approval is being sought to authorise the Company to make market purchases of its ordinary shares following the inclusion of a typographical error in the resolution granting authority at the 2018 AGM. This error meant that the authority granted at that meeting has already expired. As there is currently no authority in place, the Board proposes the standard share repurchase authority for the UK market with period ending until the earlier of 25 October 2019 (being the later date set out in in the resolution granting authority at the 2018 AGM) and the ...
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