Item 2: Approve the Remuneration Report. The structure is not satisfactory on several points and is not weighted more towards rewarding long-term performance in normal circumstances. The payout appears to be adequately aligned with performance, but there is a strong overlap between the performance criteria used for the STI and the LTI. Accelerated vesting in the event of a change of control is possible and severance provisions exceed guidelines.
Item 14: Re-elect the Chairman. Mr. Tyler also serves as Chairman of J Sainsbury plc. On 23 Jan 2017, he was sanctioned by J Sainsbury plc for material breaches of three company policies. The sanction relates to the use of internal units of J Sainsbury plc for personal use relating to works at a property owned by Mr Tyler.
This gives rise to concern over his judgement and ethics in exercising the role of Chairman.
Item 15: Appoint PricewaterhouseCoopers as auditors. Following a competitive tender process, the Board decided to appoint PricewaterhouseCoopers as the Company's new auditor for the financial year commencing 1 January 2017.
The Company has been audited by Deloitte since it was founded in the 1940s.
Item 21: Approve a new LTIP. There is potential for variable remuneration to exceed ECGS guidelines limit of 300%, substantial overlap of the performance criteria used in the STI and LTI, and the possibility for accelerated vesting in the case of change in control.
Hammerson owns, operates and develops retail destinations. Co.'s properties are located in cities in selected European countries. Co.'s portfolio includes shopping centres in the U.K., France and Ireland, retail parks in the U.K. and outlets across Europe. As of Dec 31 2017, Co. had 22 shopping centers, 15 retail parks, and 20 outlets in 14 countries.
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.
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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.
HAMMERSON PLC. (GB), a company active in the Real Estate Investment Trusts industry, now shows a lower overall rating. The independent financial analyst theScreener confirms the fundamental rating of 2 out of 4 stars. However, the market behaviour deterioration triggered a risk requalification, which can be thus described as moderately risky. theScreener believes that increased risk justifies the general evaluation downgrade to Neutral. As of the analysis date March 19, 2019, the closing price was GBp 377.50 and its expected value was estimated at GBp 369.98.
Une fois de plus, la société est à féliciter en terme de communication puisqu'elle met à dispostion des actionnaires son rapport annuel dans un temps record. Le mandat de Laurence Verdickt arrive à échéance le 8 avril 2019 et n'est pas renouvelé. Le conseil d’administration propose la nomination de Mathilde Yagoubi comme administratrice libre de conflits d'intérêts potentiels qui sera soutenue (résolution 6). Malgré quelques faiblesses en terme de transparence et de structure, les rémunérations des dirigeants mandataires sociaux pour les exercices 2018 et 2019 (résolutions 7 à 9) semblent ac...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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