Report
Anaïs Dudout
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Proxy Report - 16/05/2018

Proxinvest notes that remuneration for the Chairman, as well as for all the executives, has risen significantly due to the introduction of a long-term component (performance shares) in 2017. Having introduced a long-term component is a positive point for executives; however, this is contrary to Proxinvest voting policy regarding a Chairman’s remuneration (Resolution 10 to 17).

Moreover, the performance period over which the performance conditions are assessed should be extended: Proxinvest considers that a minimum period of three-years should apply. Performance shares will vest in three unequal tranches (40%, 10%, 10%, and 40%): the first tranche represents 40% of the total allocation but performance conditions are only assessed over a two-year period.

Moreover, Resolution 4 invites the General Meeting to approve the Statutory Auditors' special report on new regulated agreements only: it does not t comply with the letter and spirit of Article L.225-40 of the French Commercial Code which requires the approval of previous regulated agreements as well.

Shareholders are requested to approve the new regulated agreement regarding the EIR acquisition (Resolution 5). Although the strategic rational was clearly presented, the lack of disclosure, particularly pertaining the shareholder pact between Iliad and NJJ Tara SAS, makes it difficult to evaluate whether the transaction was truly in the interest of minority shareholders.

Proxinvest also regrets the presence of all the executive directors on the Board (independence rate is 33.33% only). Nevertheless, we recommend that shareholders approve the re-election of Maxime Lombardini, CEO, as director (Resolution 7).

Underlying
Iliad S.A.

Iliad is an operator in the French internet access & telecommunications markets. Co. divides its operations into three business segments: Broadband, Traditional Telephony, and Retail Telecom. Broadband includes Internet service provider operations, hosting services, user assistance operations & operations related to the rollout of the FTTH (fiber-to-the-home) network. Traditional Telephony includes switched landline telephony (One.Tel and Iliad Telecom), directory services (mainly the ANNU reverse look-up directory accessible by Minitel, telephone, Internet and SMS text messaging) and e-commerce operations (Assunet.com). Retail Telecom offers various mobile phones & services to customers.

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
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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
Anaïs Dudout

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