Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Hammerson - AGM 30 April 2019

Item 2: Approve the Remuneration Report

The structure is not satisfactory. Of particular concern, accelerated vesting in the event of a change of control is possible and severance provisions exceed guidelines.  There is a strong overlap between the performance criteria used for the STI and the LTI. There was no bonus for the year due to poor performance and at the request of the CEO. Accordingly, we recommend that shareholders oppose this resolution.

 Items 5, 12 and 13: Re-elect the Chairman of the Audit Committee, Re-appoint the Auditor and Authorize the Board to pay the Auditor's fees

We hold the Chairman of the Audit Committee responsible for the decision to select the Company's auditor to perform the non-audit work related to the proposed acquisition of Intu, which resulted in non-audit fees potentially high enough to undermine the independence of the auditor. Non-audit fees incurred during the year, which were 142.9% of audit fees, and average non-audit fees incurred over the last two years since the auditor's appointment both exceeded ECGS guidelines.  The Company's non-audit policy states that fees of this level are approved by the Audit Committee Chairman.  We, therefore, recommend shareholders oppose these three items.

 Item 10: Re-elect the Chairman

Concerns have been raised over the Chairman's suitability for the role given his actions as Chairman of Sainsbury.  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.  Use of Company resources by employees for personal reasons is not in the interest of shareholders.  This should be even more the case for the Chairman given his importance and potential impact as a leader and model of acceptable behavior.  We recommend shareholders oppose. 

Underlying
Hammerson PLC

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.

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Expert Corporate Governance Service (ECGS)

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