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).
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.
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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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.
A director at Iliad Sa sold 3,000 shares at 101.000EUR and the significance rating of the trade was 51/100. Is that information sufficient for you to make an investment decision? This report gives details of those trades and adds context and analysis to them such that you can judge whether these trading decisions are ones worth following. Included in the report is a detailed share price chart which plots discretionary trades by all the company's directors over the last two years clearly showing Close periods where trading activity is restricted under listing rules. The names of board membe...
Les ratios de crédit ont souffert en 2018 d’un environnement fortement concurrentiel en France et des pertes originelles liées à l’entrée du groupe sur le marché mobile Italien. A cela s’ajoute une consommation de FCF record de -1.04 md EUR l’année dernière compte tenu d’investissements significatifs d’acquisition de fréquences (Italie), de déploiement de sites mobile (France + Italie) et d’extension de la couverture/raccordements d’abonnés dans la fibre (France). Nous tablons ce...
Publication date 27/06/2019 11:22 - Writing date 26/06/2019 16:21 - Equity data - Equity analyst: Alexandre Iatrides - - +33 (0)1 44 51 81 44 - ESG analyst: XXX - Corporate Governance: Opportunity (2) - / - / - - - Credit metrics were hurt in 2018 by a fiercely competitive landscape in France and start-up losses stemming from the group's entry into the Italian mobile market. In addition, record FCF of -€ 1.04bn was burned through last year, reflecting significa...
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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